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                         PLM International, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                         PLM Stockholders Committee
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                              EQUIS FINANCIAL GROUP
                               LIMITED PARTNERSHIP
                           98 NORTH WASHINGTON STREET
                                BOSTON, MA 02114

                                                               April 25, 1997

Board of Directors
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301

Gentlemen:

     I am writing to inform you, in your capacity as the Directors and 
representatives of the shareholders of PLM International, Inc. ("PLM"), 
subject to the fiduciary duties of Directors under applicable Delaware law, 
that Equis Financial Group Limited Partnership (or an affiliated entity) 
("Equis") is prepared to offer to acquire all of the outstanding shares of 
Common Stock of PLM, through a cash-out merger, under the terms of which the 
shareholders of PLM would receive a purchase price of $5.00 per share for 
their shares.  Equis is prepared to enter into a definitive Agreement with 
PLM, providing for the acquisition of PLM at that price, in early May, and, 
assuming the Directors of PLM are willing to pursue this matter, Equis would 
be pleased to send you a proposed definitive Agreement between the parties.

     I want to emphasize that Equis has the financial capability to complete 
the acquisition of PLM at a price of $5.00 per share, or a total purchase 
price of approximately $46,000,000, and that our proposed definitive 
Agreement will accordingly NOT contain any financing condition with respect 
to the purchase price qualifying Equis' obligation to complete this 
transaction.

     I also want to emphasize that we are prepared to proceed expeditiously 
to a closing of this transaction, so that the shareholders of PLM might 
receive the purchase price for their shares at an early date.  If the 
Directors of PLM decide to accept Equis' offer, subject, of course, to the 
approval of the acquisition by the



Board of Directors
PLM International, Inc.
April 25, 1997
Page 2

shareholders of PLM, and if the Directors and management of PLM are prepared to
act as expeditiously as we are, then we believe the acquisition could be 
presented to the shareholders of PLM for their approval at the 1997 Annual 
Meeting, which we understand is now scheduled to be held on June 10, 1997.  
If PLM agreed to such a timetable for the acquisition, then we would complete 
our due diligence investigation of PLM by late May and, assuming cooperation 
by PLM and its lenders and assuming that prompt filings were made under the 
Hart-Scott-Rodino Act and the required waiting period expired (or was 
terminated by the FTC earlier), then the closing of the acquisition and 
payment to the shareholders for their shares could take place in June, 
shortly after the Annual Meeting.  If PLM agreed to such a timetable, the 
PLM 1997 Annual Meeting would then be devoted to the approval of this 
acquisition, rather than a contest on other matters.

     We realize that this proposed timetable is aggressive and that, 
notwithstanding full cooperation and best efforts from all parties, 
completion of the acquisition might take somewhat longer, but we believe that 
the closing might still take place not later than July 31, 1997.  We are also 
willing to discuss any alternative timetable that you might reasonably 
propose.

     I hope that you will consider this proposal carefully, in accordance 
with your obligations to the shareholders of PLM under Delaware law.  I look 
forward to receiving your response to this proposal, which I hope - and I 
believe should be - positive.


                                        Yours truly,

                                        /s/ Gary D. Engle

                                        Gary D. Engle, President and
                                        Chief Executive Officer



                             [PLM LETTERHEAD]

May 1, 1997

                                                           VIA CERTIFIED MAIL

Equis Financial Group of Limited Partnership
98 North Washington Street
Boston, MA 02114

Attention:  Gary D. Engle
            President and Chief Executive Officer

Gentlemen:

     We are in receipt of your letter to the Board of Directors, dated April 
25, 1997, indicating that Equis Financial Group Limited Partnership ("Equis") 
is prepared to offer to acquire all of the outstanding shares of Common Stock 
of PLM International, Inc., through a "cash-out merger," under the terms of 
which the shareholders of PLM would receive a purchase price of $5.00 per 
share for their shares.

     The Board of Directors is always seeking ways to enhance stockholder 
value.  For example, in each of 1996 and 1997, the Company instituted stock 
repurchase programs, each of which authorized the repurchase of up to $5 
million in Common Stock.  Since 1993, the Company has repurchased 3,644,088 
shares of Common Stock at prices which represent a significant discount to 
current trading values.  We believe these repurchase programs in combination 
with the Company's new strategic vision adopted in 1996 have been significant 
factors in raising our stock price.

     Please be advised that the Board of Directors, together with its 
financial and legal advisors, intends to consider your letter in accordance 
with its fiduciary responsibilities to all shareholders.  However, in order 
to expedite our review, and in light of the preliminary and non-binding 
nature of your letter, we request that you provide us with the following 
information:

     1.  Financial statements of Equis for its three most recent fiscal years 
         and year-to-date periods;
     2.  Resumes of the principal partners of Equis (general and limited 
         partners); and
     3.  Evidence of financial capability to complete the proposed 
         transaction, including term sheets, bank lines of credit, commitment 
         letters or other funding arrangements.

     Please understand that this information is intended to assist the Board 
and its advisors in properly evaluating your expression of interest, and by 
making this request, we do not mean to suggest that additional information 
will not be required or to comment one way or the other on the legal, 
economic or other terms set forth in your letter.  However, in light of your 
admittedly "aggressive" timetable for a potential transaction, the sooner



you can provide this information, the sooner the Board can proceed to 
properly assess your proposal in light of the shareholders and other 
interests at stake.

     We appreciate your interest in PLM International, Inc.

Yours Truly,

/s/ Stephen Peary

Stephen Peary
Senior Vice President and General Counsel



                              [EQUIS LETTERHEAD]

May 12, 1997

Stephen Peary
Senior Vice President and General Counsel
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301                            BY FAX (415) 882-0860

Dear Steve:

We are in receipt of your letter to Equis Financial Group Limited Partnership 
("Equis") dated May 1, 1997 requesting information regarding our financial 
capabilities.  In this letter you state that this request is "... in light 
of the preliminary and non-binding nature of your letter ..."; please note 
that our April 25, 1997 proposal to you clearly indicated that Equis is 
prepared to enter into a definitive Agreement with PLM providing for a cash 
out merger under the terms of which PLM shareholders would receive a purchase 
price of $5.00 per share for their shares.  Our letter went on to state that 
such an Agreement would not contain any financing condition, and that 
assuming the directors of PLM are willing to pursue this matter, Equis would 
be prepared to send you a proposed definitive Agreement.  We do not share your 
view that "... this letter is subject to many significant contingencies ..." 
as stated in Robert Tidball's May 1, 1997 letter to PLM shareholders.  I hope 
that PLM realizes that the items described in the third and fourth paragraphs 
of the April 25, 1997 letter contained proposed dates, not contingencies.

Enclosed is a letter from Equis's primary  bank, Fleet Bank, N.A., confirming 
Fleet's desire to work with and finance Equis in its acquisition of PLM.  
Fleet has had a banking relationship with Equis for over five years and is 
very familiar with the strength and liquidity of Equis's balance sheet and 
the experience of Equis's management in the equipment leasing business.  
Based on the foregoing, Fleet has concluded that they have no reason to 
believe that Equis will not be able to finance the acquisition of PLM.

Equis is a private company and will furnish financial statements and other 
confidential information to PLM after entering into a confidentiality 
agreement with respect to non public information at the time the Board of PLM 
is prepared to enter into a mutually acceptable merger agreement.

In response to your request for resumes of the principal partners of Equis, 
Equis Corporation is the sole general partner of Equis.  I am a limited 
partner of Equis and own 100% of the stock of Equis Corporation and therefor 
control Equis.  I have attached my biography.  Geoffrey MacDonald is the only 
other limited partner of Equis but has no control over, and has largely 
retired from day to day management of, Equis.

         98 North Washington Street, Boston, Massachusetts 02114
                     617 854 5800, FAX 617 523 1410


Stephen Peary, Senior Vice President
Page 2
May 12, 1997

We again want to emphasize that we are prepared to proceed expeditiously to a 
closing of this transaction and look forward to receiving your response to 
our proposal.  Provided you have a desire to move forward we are prepared to 
meet on your offices on Thursday of this week.


Sincerely,

/s/ Gary D. Engle

Gary D. Engle, President and
Chief Executive Officer


enclosure







    Gary D. Engle is President and Chief Executive Officer of Equis Financial 
Group, a Massachusetts limited partnership (formerly known as American 
Finance Group) ("Equis"). Equis is engaged primarily in the business of 
managing leased assets and funds holding leased assets. Mr. Engle owns the 
controlling interest of Equis which he purchased in December, 1994. From 1990 
to 1994, Mr. Engle was employed in various senior executive capacities at 
American Finance Group. From 1987 to 1990, Mr. Engle was a principal and 
co-founder of Cobb Partners Development, Inc., a real estate and mortgage 
banking company, with principal offices in Florida. From 1980 to 1987, Mr. 
Engle served in various capacities with Arvida Disney Company, a large scale 
community real estate development company owned by the Walt Disney Company 
with real estate development projects world wide. These capacities included 
Senior Vice President and Chief Financial Officer, Senior Vice President and 
Chief Financial Officer, Senior Vice President Acquisitions, Chief Executive 
Officer of Arvida Disney Financial Service and an original Director of Disney 
Development, the real estate development arm of the Walt Disney Company. Mr. 
Engle has an MBA from Harvard University and a BS degree from the University 
of Massachusetts (Amherst).





                          [PLM LETTERHEAD]



VIA FACSIMILE (617) 523-1410)
- -----------------------------

May 12, 1997

Mr. Gary Engle
President and Chief Financial Officer
Equis Financial Group
98 North Washington Street
Boston, MA 02114


Dear Gary:

I have received your letter of even date indicating your are in receipt of my 
letter, dated May 1, 1997 requesting information regarding, among other 
things, evidence of Equis' financial capability to complete the proposed 
transaction, including term sheets, bank lines of credit, commitment letters 
or other funding arrangements. As you know, this information was requested to 
assist the Board of Directors and its advisors in properly evaluating Equis' 
expression of interest in PLM International, Inc. Attached to your letter is a 
letter from Fleet Bank, N.A. stating that Fleet Bank has "no reason to 
believe that Equis will not be able to obtain the financing it requests for 
its proposed transaction." Fleet Bank also says it is "prepared to consider" 
financing Equis' proposal pending a definitive merger agreement. Your resume 
highlights numerous financial positions you have held in your career. 
Therefore, you know that the Fleet Bank letter is neither a commitment nor an 
agreement to lend Equis any funds to complete your proposed transaction. As I 
am sure you can appreciate, the Fleet Bank letter provides me little comfort 
that Equis is capable of completing the proposed transaction.


Interestingly, today's letter reiterates the statement in our letter, dated 
April 25, 1997, that any "definitive agreement with PLM providing for a cash 
out merger under the terms of which PLM shareholders would receive a purchase 
price of $5.00 per share for their shares... would not contain any financing 
condition." The Fleet Bank letter, however, states that "pending a definitive 
agreement" they are prepared "to work with Equis in connection with such a 
transaction." It certainly seems that a condition to Fleet Bank even 
considering your proposed transaction is that a definitive agreement be in 
place. Therefore, if Fleet Bank is the primary source of Equis' funds for the 
proposed transaction, you cannot possibly enter into a definitive 
agreement with PLM without a financing condition. Perhaps you will be kind 
enough to clear this apparent inconsistency for me.




Gary Engle
May 12, 1997
Page 2


Thank you for providing your resume and an outline of the principal partners 
of Equis.

I will promptly pass your letter and attachments to the Board of Directors.

Sincerely,


/s/ Stephen Peary
Stephen Peary
Senior Vice President and General Counsel





                                [EQUIS LETTERHEAD]


May 13, 1997


Stephen Peary
Senior Vice President and General Counsel
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301                             BY FAX (415) 882-0860
                                                         ---------------------

Dear Steve:


I am in receipt of your letter dated May 12, 1997 addressed to Peabody & 
Brown as it relates to financing issues and your letter dated May 12, 1997 
addressed to me. I am not sure of the source of your confusion since, after 
reading your resume, it would appear that you too have been involved with a 
number of financings and acquisitions and should certainly be aware that no 
bank or other credible financing source will provide a firm commitment to 
finance a transaction without even knowing the structure of the transaction. 
As you well know it is common practice to negotiate the terms of a financing 
package concurrently with the terms of an acquisition or merger agreement as 
the two are highly interrelated. Can you have possibly expected Fleet Bank to 
provide a firm commitment when you have refused to even engage in a 
discussion with us? Could Fleet commit to provide such financing without even 
seeing a draft of a merger agreement? Does PLM commit to finance or purchase 
equipment subject to lease without knowing the terms of the leases?

We and our affiliates have purchased millions of dollars of equipment from 
you and you have never once requested financing commitments prior to the 
acquisition. We never provided such commitments and have never failed to 
close on a purchase from you that we had previously committed to. We have 
engaged you to provide remarketing services and you never once requested 
evidence of our ability to pay your fees. As a matter of fact, last month 
alone one of your employees solicited us to purchase more than $100 million 
of equipment and not once did he ask for evidence of our financial 
capabilities, and he was eager for our commitment to those transactions.

You are aware that we have financed hundreds of millions of dollars of 
acquisitions. You are aware that we share numerous financing sources and are 
highly experienced in the leasing business. After all of the dealings we have 
had with you I am confident that your are well aware that we have the 
financial capability to acquire PLM with the Fleet letter providing you with 
additional (albeit unnecessary) comfort. In the end, if you simply do not 
choose to negotiate with us, you and the PLM Board should simply so indicate 
rather than continue this charade indefinitely. We can only surmise that, 
because your have not requested to meet with us or accepted our offer to meet 
with you, you do no wish to enter into a good faith discussion with us.

         98 North Washington Street, Boston, Massachusetts 02114
                     617 854 5800, FAX 617 523 1410




Stephen Peary, Senior Vice President
Page 2
May 13, 1997



I reiterate that Equis is prepared to enter into a definitive Agreement with 
PLM providing for a cash out merger under the terms of which PLM shareholders 
would receive a purchase price of $5.00 per share for their shares, that the 
Agreement would not contain any financing contingency, and that assuming the 
directors of PLM are willing to pursue this matter, Equis would be prepared 
to meet immediately with you.


Sincerely,


/s/ Gary D. Engle
Gary D. Engle, President and
Chief Executive Officer


cc: PLM International, Inc., Board of Directors