Exhibit 10.2
                        AMENDMENT TO TRANSITION SERVICES
                            AND EMPLOYMENT AGREEMENT


     This  AMENDMENT  TO  TRANSITION  SERVICES  AND  EMPLOYMENT  AGREEMENT ("the
Amendment"),  dated  as  of  June  8,  2001,  is entered into by and between PLM
International,  Inc.,  a Delaware corporation ("Company"), and Richard K. Brock,
an  employee  of  Company,  ("Employee").

     WHEREAS,  the  Company  and Employee are parties to that certain Transition
Services  and Employment Agreement ("the Agreement"), dated January 5, 2001; and

     WHEREAS,  the Company and Employee wish to amend the Agreement as set forth
herein.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
representations,  warranties  and agreements contained herein and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of  which are hereby
acknowledged,  the  parties  hereto,  intending  to  be  legally bound, agree as
follows:

1.     Effective  Period.
       -----------------

This  section  shall be amended to read as follows:  This Agreement shall become
effective  on the Trigger Date and shall continue in effect until June 10, 2001,
at  which  time Employee shall enter into a Consulting Agreement with Company in
the  form  attached  to  this  Agreement  as  Exhibit  A, the Engagement Letter.

2.     Compensation.
       ------------

(c)     Benefits.  During  the  Effective  Period  (or  such shorter period that
        --------
Employee  is  employed  by  company  hereunder)  and  for  fourteen  (14) months
thereafter,  Company shall maintain in full force and effect, and Employee shall
be  entitled  to  continue to participate in (at the same level as Employee (and
his  family  members)  participated  on September 30, 2000). The dental, health,
life  insurance, disability and long-term care benefit plans and arrangements of
Company  (other than incentive compensation plans and arrangements) in effect on
the  date  hereof  in  which  Employee  participated,  all  of  which  plans and
arrangements  are  described  more fully on Schedule 3 (c) hereto, or such other
benefit  plans  and  arrangements that would provide Employee with substantially
equivalent  benefits  thereunder.

3.  Miscellaneous.
    --------------

(a)     Governing  Law.  This Amendment shall be governed in all respects by the
laws of the State of California (without giving effect to the provisions thereof
relating  to conflicts of law).  The exclusive venue for the adjudication of any
dispute  or  proceeding  arising out of this Amendment or the performance hereof
shall be the courts located in San Francisco County, California, and the parties
hereto  each  consents to and hereby submits to the jurisdiction of any state or
federal  court  located  in  San  Francisco  County,  California.

(b)      Counterparts;  Facsimile  Signature.  This Amendment may be executed in
two  or  more  counterparts  which together shall constitute a single agreement.
Execution  of  this  Agreement may be made by facsimile signature which, for all
purposes  shall  be  deemed  to  be  an  original  signature.

     IN  WITNESS WHEREOF, Company and Employee have caused this Amendment to the
Transition  Services  and Employment Agreement to be duly executed and delivered
as  of  the  date  first  written  above.

                              PLM  INTERNATIONAL,  INC.



                              By:__/  s  /  Stephen  M.  Bess________________
                                -----------------------------
                              Name:  Stephen  M.  Bess
                              Title:     President



                              EMPLOYEE:


                              By:__/  s  /  Richard  K.  Brock_________________
                                ------------------------------
                              Name:  Richard  K.  Brock





ACKNOWLEDGED,  AGREED  AND  CONSENTED
TO  AS  OF  THE  DATE  FIRST  WRITTEN  ABOVE:

MILPI  ACQUISITION  CORP.


By:__/  s  /  James  A.  Coyne____________
  ----------------------------
Name:  James  A.  Coyne
Title:     Vice  President