PLM EQUIPMENT GROWTH FUND III
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>

Exhibit 10.2
__







                           LIQUIDATING TRUST AGREEMENT


                          Dated as of December 31, 2002



                                 by and between



                          PLM EQUIPMENT GROWTH FUND III

                             individually as Grantor



                                       and



                          PLM FINANCIAL SERVICES, INC.

                                 as the Trustee








_
__


<PAGE>
iv

                                TABLE OF CONTENTS
ARTICLE  I:  NAME  AND  DEFINITIONS     1
1.1     Name     1
1.2     Certain  Terms  Defined     2
ARTICLE  II:  NATURE  OF  TRANSFER     3
2.1     Purpose  of  Trust     3
2.2     Prohibited  Activities     4
2.3     No  Reversion  to  the  Partnership     4
2.4     Payment  of  Liabilities     4
2.5     Bill  of  Sale,  Assignment,  Acceptance  and  Assumption  Agreement;
Instruments  of  Further  Assurance     4
2.6     Incidents  of  Ownership     4
2.7     Notice  to  Unlocated  Holders  of  Partnership  Units     5
ARTICLE  III:  BENEFICIARIES     5
3.1     Beneficial  Interests     5
3.2     Rights  of  Beneficiaries     5
3.3     No  Transfer  of  Interests  of  Beneficiaries     6
3.4     Trustee  as  Beneficiary     6
ARTICLE  IV:  DURATION  AND  TERMINATION  OF  TRUST     6
4.1     Duration     6
4.2     Other  Obligations  of  the  Trustee  upon  Termination     7
ARTICLE  V:  ADMINISTRATION  OF  TRUST  ASSETS     7
5.1     Sale  of  Trust  Assets     7
5.2     Transactions  with  Related  Persons     7
5.3     Payment  of  Claims,  Expenses  and  Liabilities     7
5.4     Interim  Distributions     7
5.5     Final  Distribution     8
5.6     Reports  to  Beneficiaries  and  Others     8
5.7     Federal  Income  Tax  Information     8
5.8     Employment  of  Manager     9
ARTICLE  VI:  POWERS  OF  AND  LIMITATIONS  ON  THE  TRUSTEE     9
6.1     Limitations  on  Trustee     9
6.2     Specific  Powers  of  the  Trustee     10
ARTICLE  VII:  CONCERNING  THE  TRUSTEE,  EMPLOYEES  AND  AGENTS     12
7.1     Generally     12
7.2     Reliance  by  Trustee     13
7.3     Limitation  on  Liability  to  Third  Persons     14
7.4     Recitals     14
7.5     Indemnification     14
7.6     Rights of Trustees, Employees, Independent Contractors and Agents to Own
Trust  Units  or  Other  Property  and  to  Engage  in  Other  Business     15
7.7     Contribution  Back     15
ARTICLE  VIII:  PROTECTION  OF  PERSONS  DEALING  WITH  THE  TRUSTEE     16
8.1     Action  by  Trustee     16
8.2     Reliance  on  Statements  by  the  Trustee     16
ARTICLE  IX:  COMPENSATION  OF  TRUSTEE     16
9.1     Amount  of  Compensation     16
9.2     Dates  of  Payment     16
9.3     Expenses     16
ARTICLE  X:  THE  TRUSTEE  AND  SUCCESSOR  TRUSTEE     16
10.1     Number  and  Qualification  of  Trustees     16
10.2     Resignation  and  Removal     17
10.3     Appointment  of  Successor     17
10.4     Acceptance  of  Appointment  by  Successor  Trustee     18
10.5     Bonds     18
ARTICLE  XI:  CONCERNING  THE  BENEFICIARIES     18
11.1     Evidence  of  Action  by  Beneficiaries     18
11.2     Limitation  on  Suits  by  Beneficiaries     18
11.3     Requirement  of  Undertaking     18
ARTICLE  XII:  MEETING  OF  BENEFICIARIES     19
12.1     Purpose  of  Meetings     19
12.2     Meeting  Called  by  Trustee     19
12.3     Meeting  Called  on  Request  of  Beneficiaries     19
12.4     Persons  Entitled  to  Vote  at  Meeting  of  Beneficiaries     19
12.5     Quorum     19
12.6     Adjournment  of  Meeting     19
12.7     Conduct  of  Meetings     20
12.8     Record  of  Meeting     20
ARTICLE  XIII:  AMENDMENTS     20
13.1     Consent  of  Beneficiaries     20
13.2     Notice  and  Effect  of  Amendment     20
13.3     Trustee's  Declining  to  Execute  Documents     20
ARTICLE  XIV:  MISCELLANEOUS  PROVISIONS     21
14.1     Filing  Documents     21
14.2     Intention  of  Parties  to  Establish  Trust     21
14.3     Beneficiaries  Have  No  Rights or Privileges as Holders of Partnership
Units     21
14.4     Laws  as  to  Construction     21
14.5     Severability     21
14.6     Notices     22
14.7     Counterparts.     22




SCHEDULE  A:     Schedule  of  Fees

EXHIBIT  A:     Form  of  Bill  of  Sale,  Assignment, Acceptance and Assumption
Agreement


<PAGE>



                           LIQUIDATING TRUST AGREEMENT


     This  LIQUIDATING  TRUST AGREEMENT (this "Agreement"), dated as of December
31, 2002 (the "Effective Date"), by and between PLM Equipment Growth Fund III, a
California  limited  partnership,  as  Grantor  (the  "Partnership"),  and  PLM
Financial  Services,  Inc.,  a Delaware corporation, as Trustee (the "Trustee").

     WHEREAS,  the  Partnership was organized for the objectives and purposes of
owning  and  leasing,  and  otherwise  dealing with equipment and other personal
property;  and

     WHEREAS,  the term of the Partnership expired on December 31, 2000 pursuant
to the terms of its Second Amended and Restated Agreement of Limited Partnership
dated  as  of  March  10,  1988,  as  amended (the "Partnership Agreement"); and

WHEREAS,  as  of  the  date  hereof,  substantially  all  of  the  assets of the
Partnership  have  been  sold  or  otherwise  disposed  of;  and

     WHEREAS, PLM Financial Services, Inc., a Delaware corporation (the "General
Partner"), believes it to be in the best interest of the Partnership to complete
the  liquidation  of the Partnership by transferring all remaining assets of the
Partnership  (the  "Retained  Assets") to a liquidating trust (the "Trust") with
PLM  Financial  Services,  Inc., serving as its initial trustee (the "Trustee"),
including  a  cash reserve set aside for the contingent and existing obligations
of  the  Partnership  and  the  Liquidating  Trust  (the  "Cash  Reserve");  and

     WHEREAS, the Trustee shall administer the Liquidating Trust pursuant to the
terms  of  this  Agreement  and,  upon  satisfaction  of  all  liabilities  and
obligations  of  the  Partnership  and  the Liquidating Trust, the Trustee shall
distribute  the  residue of the proceeds of the liquidation of the assets of the
Partnership  in  accordance  with  the  terms  hereof;

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which are hereby acknowledged, the Partnership hereby agrees to
grant,  release,  assign, convey and deliver unto the Trustee for the benefit of
the Beneficiaries (as hereinafter defined), all of the right, title and interest
of  the  Partnership  in  and  to  the Retained Assets for the uses and purposes
stated herein on the Effective Date, subject to the terms and provisions set out
below,  and  the  Trustee  hereby agrees to accept such Retained Assets and such
Trust,  subject  to  the  following  terms  and  provisions:

                                    ARTICLE I
                NAME AND DEFINITIONSARTICLE INAME AND DEFINITIONS

     1.1     Name1.1     Name.  This  Trust  shall be known as the PLM Equipment
             ----
Growth  Fund  III  Liquidating  Trust.

     1.2     Certain  Terms  Defined1.2     Certain  Terms  Defined.  For  all
             -----------------------
purposes  of  this  instrument,  unless  the  context  otherwise  requires:

     (a)     "AFFILIATED  PERSON"  shall mean a Person (i) who in his individual
capacity  is a director, trustee, officer, partner or employee of the Manager or
of  a  Person who controls, is controlled by or is under common control with the
Manager  or  (ii) who controls, is controlled by or is under common control with
the  Manager.

     (b)     "AGREEMENT" shall mean this instrument as originally executed or as
it  may  from  time  to  time  be  amended  pursuant  to  the  terms  hereof.

(c)     "BENEFICIAL  INTEREST" shall mean each Beneficiary's proportionate share
of  the  Trust  Assets  in  the  Trust  determined by the ratio of the number of
Partnership  Units  held  by the Initial Beneficiary on the close of business on
the  Record  Date  in the Partnership over the total number of Partnership Units
existing  on  such  Record  Date  in  the  Partnership  and  thereafter  each
Beneficiary's proportional beneficial interest in the Trust represented by Trust
Units.

(d)     "BENEFICIARIES"  shall mean the holders of Trust Units from time to time
on  or  after  the  Record  Date,  including  the  Initial Beneficiaries and the
Subsequent  Beneficiaries.

(e)     "GRANTOR"  shall  mean  the  Partnership.

(f)     "INITIAL  BENEFICIARIES"  shall mean the initial holders of Trust Units.

(g)     "LIQUIDATING  TRUST"  shall mean the liquidating trust maintained by the
Trustee  holding  the  Trust  Assets  of the Partnership, identified as the "PLM
Equipment  Growth  Fund  III  Liquidating Trust"; also referred to herein as the
"Trust."

(h)     "MANAGER"  shall  mean such Person or Persons who have been employed by,
or  who  have  contracted  with,  the Trustee to assist in the management of the
Trust, and for the avoidance of doubt, the Manager may be the General Partner or
any  affiliate  of  the  General  Partner.

     (i)     "PARTNERSHIP  UNITS" shall mean the limited and general partnership
units  in  the  Partnership  held  by each of the Beneficiaries as of the Record
Date.

(j)     "PERSON"  shall  mean  an  individual,  a corporation, a partnership, an
association,  a  joint  stock  company,  a limited liability company, a trust, a
joint  venture,  any  unincorporated  organization, or a government or political
subdivision  thereof.

(k)     "RECORD  DATE"  shall  mean  the  date  selected  by  the  Grantor  for
determination  of  the  holders  of  Partnership  Units  entitled  to  become
Beneficiaries.

     (l)     "SUBSEQUENT BENEFICIARIES" shall mean Beneficiaries as reflected on
the  books  and records of the Trust from time to time after the Effective Date,
other  than  the  Initial  Beneficiaries.

     (m)     "TRUST"  shall  mean  the  Trust  created  by  this  Agreement.

(n)     "TRUST ASSETS" shall mean all the property held from time to time by the
Trustee  under  this  Agreement,  which  initially shall consist of the Retained
Assets  of  the Partnership granted, assigned and conveyed to the Trustee by the
Partnership,  the  Cash Reserves, and, in addition, shall thereafter include all
proceeds  and  other receipts of, from, or attributable to any assets, causes of
actions  or  claims  held  by  the  Trust.

(o)     "TRUST  UNITS" shall mean those equal, undivided portions into which the
Beneficial  Interests in the Trust Assets are divided, as evidenced on the books
and  records  of  the  Trust.

     (p)     "TRUSTEE"  shall mean the original Trustee under this Agreement and
its  successor(s),  if  any.

                                   ARTICLE II
                 NATURE OF TRANSFERARTICLE IINATURE OF TRANSFER

     2.1     Purpose  of  Trust2.1     Purpose  of  Trust.
             ------------------

     (a)     It  is  expected  that the Partnership shall dissolve and liquidate
prior  to  fully winding up its affairs, including, but not limited to, the sale
of  its  remaining  assets, the collection of any receivables and the payment of
any  unsatisfied  debts,  claims,  liabilities,  commitments,  suits  and  other
obligations,  whether  contingent  or  fixed  or  otherwise (the "Liabilities"),
except for such Liabilities for which the Partnership has previously reserved by
the  retention  of  the  Cash Reserves as described in the recitals hereto.  The
Trust  hereby is organized for the sole purpose of winding up the affairs of the
Partnership as promptly as reasonably possible and with no objective to continue
or  engage  in  the  conduct  of  a  trade  or  business.

     (b)     The  Cash  Reserves and Retained Assets to be granted, assigned and
conveyed  to the Trustee as of the Effective Date will be held in the Trust, and
the  Trustee will:  (i) further liquidate the Trust Assets as it deems necessary
to  carry  out the purpose of the Trust and facilitate distribution of the Trust
Assets;  (ii)  protect,  conserve and manage the Trust Assets in accordance with
the  terms  and  conditions  hereof;  and  (iii)  distribute the Trust Assets in
accordance  with  the  terms  and  conditions  hereof.

     (c)     It  is intended that the granting, assignment and conveyance of the
Cash Reserves and the Retained Assets by the Partnership to the Trustee pursuant
hereto  shall  be  treated  for  federal and state income tax purposes as if the
Partnership  made  such  distributions  directly  to  the holders of Partnership
Units.  It  is  further  intended  that  for federal, state and local income tax
purposes  the  Trust  shall  be  treated  as  a liquidating trust under Treasury
Regulation  Section  301.7701-4(d) and any analogous provision of state or local
law,  and  the  Beneficiaries shall be treated as the owners of their respective
share  of  the  Trust  pursuant  to Sections 671 through 679 of the Code and any
analogous provision of state or local law and shall be taxed on their respective
share  of the Trust's taxable income (including both ordinary income and capital
gains)  pursuant to Section 671 of the Code and any analogous provision of state
or  local law.  The Trustee shall file all tax returns required to be filed with
any  governmental  agency  consistent  with  this  position,  including, but not
limited  to,  any  returns  required  of  grantor  trusts  pursuant  to  Section
1.671-4(a)  of  the  Income  Tax  Regulations.  The  Partnership  agrees  that a
transfer  agent  acting  on  its  behalf  may  prepare and file applicable K-1's
respecting  the  Beneficiaries'  Partnership  income.  To  the  extent  that the
Trustee becomes liable for the payment of taxes, including withholding taxes, in
respect  of  income  derived  from the investment of funds held hereunder or any
payment  made  hereunder  (collectively,  the "Taxes"), the Trustee may pay such
Taxes.  The  Trustee  may  withhold  from  any  payment of the Trust Assets such
amount  as  the Trustee estimates to be sufficient to provide for the payment of
such  Taxes  not  yet  paid,  and may use the sum withheld for that purpose. The
Trustee  shall  be indemnified and held harmless against any liability for Taxes
and  for any penalties or interest in respect of Taxes on such investment income
or  payments  in  the  manner  provided  herein.

     2.2     Prohibited  Activities2.2     Prohibited  Activities.  The  Trust
             ----------------------
shall  not  continue  or engage in the conduct of any trade or business, and the
Trustee  is  expressly prohibited from, and shall have no power or authority to,
continue  or  engage  in  the  conduct of any trade or business on behalf of the
Trust  or the Beneficiaries, and all of the terms and conditions hereof shall be
construed  accordingly.

     2.3     No  Reversion  to  the  Partnership2.3     No  Reversion  to  the
             -----------------------------------
Partnership.  In  no  event  shall  any part of the Trust Assets revert to or be
distributed  to  the  Partnership.

     2.4     Payment  of  Liabilities2.4     Payment  of  Liabilities.  To  the
             ------------------------
extent  that  there  are  available  Trust Assets in the Trust, the Trust hereby
agrees  to  assume  all  Liabilities  of  the Partnership on the Effective Date.
Should  any  Liability  be  asserted  against the Trust as the transferee of the
Trust  Assets  or  as  a  result  of  the assumption made in this paragraph, the
Trustee  may use such part of the Trust Assets as may be necessary in contesting
any  such  Liability  or  in  payment  thereof.  In  no event shall the Trustee,
Beneficiaries  or  employees  or  agents  of the Trust be personally liable, nor
shall  resort  be  had  to  the private property of such Persons or to any other
Trust  Assets,  in  the event the Trust Assets are not sufficient to satisfy the
Liabilities asserted against or payable out of the Partnership's available Trust
Assets  in  the  Trust.

     2.5     Bill  of  Sale,  Assignment,  Acceptance  and Assumption Agreement;
             -------------------------------------------------------------------
Instruments of Further Assurance2.5     Bill of Sale, Assignment, Acceptance and
    ----------------------------
Assumption  Agreement; Instruments of Further Assurance.  On the Effective Date,
the  Partnership  and  the  Trust  shall  execute  a  Bill  of Sale, Assignment,
Acceptance and Assumption Agreement conveying the Retained Assets, Cash Reserves
and  Liabilities  to the Trust, a form of which is attached as Exhibit A hereto.
                                                               ------- -
After  the  dissolution of the Partnership, such Persons as shall have the right
and  power  to  so  act,  will, upon reasonable request of the Trustee, execute,
acknowledge,  and  deliver  such further instruments and do such further acts as
may  be  necessary  or  proper  to  carry  out  effectively the purposes of this
Agreement,  to confirm or effectuate the transfer to the Trustee of any property
intended  to  be  covered hereby, and to vest in the Trustee, its successors and
assigns,  the  estate,  powers,  instruments  or  funds  in  trust  hereunder.

     2.6     Incidents  of Ownership2.6     Incidents of Ownership.  The holders
             -----------------------
of Partnership Units as of the Record Date shall be the Initial Beneficiaries of
the  Trust  as holders of Trust Units in the Trust, and the Trustee shall retain
only such incidents of legal ownership as are necessary to undertake the actions
and  transactions  authorized  herein.

     2.7     Notice  to  Unlocated Holders of Partnership Units2.7     Notice to
             --------------------------------------------------
Unlocated  Holders  of  Partnership  Units.  If the Trust holds Trust Assets for
unlocated  holders  of  any Partnership Units, due notice shall be given to such
holders  of  Partnership  Units  in  accordance  with  Delaware  law.


                                   ARTICLE III
                      BENEFICIARIESARTICLE IIIBENEFICIARIES

3.1     Beneficial  Interests3.1     Beneficial  Interests.
        ---------------------

     (a)     The Beneficial Interest of each Initial Beneficiary hereof shall be
determined  by  the  Partnership  in  accordance  with  a  certified copy of the
Partnership's  list  of  Partnership  Unit  holders  as  of the Record Date (the
"List").  The  Partnership  will  deliver  the certified copy of the List to the
Trustee within a reasonable time after the Record Date specifying the Beneficial
Interests  of  each  Initial  Beneficiary  in  the  Partnership.  For  ease  of
administration,  the  List shall express the Beneficial Interest of each Initial
Beneficiary  in terms of units and it is intended that each unit shall represent
one  Trust  Unit  in  the  Trust.

     (b)     In  the  case  of  the  Partnership  Unit  holders,  customary
institutional  book-entry  or  other  records or any other evidence of ownership
satisfactory  to  the Trustee will be deemed to evidence the Beneficial Interest
in  the  Trust  of  each  such  Beneficiary.

     (c)     If  any  conflicting  claims  or  demands are made or asserted with
respect  to  the  ownership  of  any  Trust  Units,  or  if  there should be any
disagreement  between  the  transferees,  assignees,  heirs,  representatives or
legatees  succeeding to all or part of the interest of any Beneficiary resulting
in  adverse  claims  or  demands being made in connection with such Trust Units,
then,  in  any  of  such  events,  the  Trustee  shall  be entitled, at its sole
election,  to  refuse to comply with any such conflicting claims or demands.  In
so  refusing,  the  Trustee  may  elect  to make no payment or distribution with
respect  to  such  Trust  Units, or to make such payment to a court of competent
jurisdiction  or  an  escrow  agent, and in so doing the Trustee shall not be or
become liable to any of such parties for their failure or refusal to comply with
any  of  such conflicting claims or demands, nor shall the Trustee be liable for
interest  on  any funds which it may so withhold.  The Trustee shall be entitled
to  refrain  and  refuse  to  act  until  either  (i)  the rights of the adverse
claimants  have  been  adjudicated  by  a final judgment of a court of competent
jurisdiction, (ii) all differences have been adjusted by valid written agreement
between  all  of such parties, and the Trustee shall have been furnished with an
executed  counterpart  of  such  agreement,  or  (iii) there is furnished to the
Trustee a surety bond or other security satisfactory to the Trustee, as it shall
deem  appropriate,  to  fully  indemnify it as between all conflicting claims or
demands.

     3.2     Rights  of  Beneficiaries3.2     Rights  of  Beneficiaries.  Each
             -------------------------
Beneficiary shall be entitled to participate in the rights and benefits due to a
Beneficiary  hereunder  according  to his Beneficial Interest.  Each Beneficiary
shall  take  and  hold  the same subject to all the terms and provisions of this
Agreement.  The  interest  of the Beneficiary hereby is declared and shall be in
all  respects personal property and upon the death of an individual Beneficiary,
his  Beneficial  Interest  shall  pass  as  personal  property  to  his  legal
representative  and  such death shall in no way terminate or affect the validity
of this Agreement, provided that the Trustee shall not be required to evidence a
book entry transfer of a deceased Beneficiary's Beneficial Interest to his legal
representative  until  the  Trustee  shall have received Letters Testamentary or
Letters  of  Administration  and  written  notice  of  the death of the deceased
Beneficiary.  A  Beneficiary  shall  have  no title to, right to, possession of,
management  of,  or  control  of,  the  Trust  Assets except as herein expressly
provided.  No  widower,  widow,  heir,  or  devisee  of  any person who may be a
Beneficiary  shall  have  any  right  of dower, homestead, or inheritance, or of
partition,  or  of  any  other  right,  statutory  or otherwise, in any property
forming  a part of Trust Assets but the whole title to the Trust Assets shall be
vested  in  the  Trustee  and  the sole interest of the applicable Beneficiaries
shall  be  the rights and benefits given to such Persons under this Agreement.

     3.3     No  Transfer  of  Interests  of Beneficiaries3.3     No Transfer of
             ---------------------------------------------
Interests of Beneficiaries.  The Beneficial Interest of a Beneficiary may not be
transferred  by  any  Beneficiary  in  person  or  by a duly authorized agent or
attorney, or by the properly appointed legal representatives of the Beneficiary,
nor  may  a  Beneficiary  have  authority  or  power  to sell, assign, transfer,
encumber,  or  in any other manner dispose of his Beneficial Interest; provided,
however,  that  the  Beneficial  Interest shall be assignable or transferable by
will,  intestate succession, or operation of law and, further provided, that the
executor  or  administrator of the estate of a Beneficiary may mortgage, pledge,
grant  a security interest in, hypothecate or otherwise encumber, the Beneficial
Interest  held by the estate of such Beneficiary if necessary in order to borrow
money  to  pay  estate,  succession  or  inheritance  taxes  or  the expenses of
administering  the  estate  of  the Beneficiary, upon written notice to and upon
written  consent  of  the  Trustee.

     Except as may be otherwise required by law, the Beneficial Interests of the
Beneficiaries  hereunder  shall  not  be  subject  to  attachment,  execution,
sequestration  or  any  order of a court, nor shall such interests be subject to
the  contracts,  debts,  obligations,  engagements  or  liabilities  of  any
Beneficiary,  but  the interest of a Beneficiary shall be paid by the Trustee to
the  Beneficiary  free and clear of all assignments, attachments, anticipations,
levies,  executions, decrees and sequestrations and shall become the property of
the  Beneficiary  only  when  actually  received  by  such  Beneficiary.

     3.4     Trustee as Beneficiary3.4     Trustee as Beneficiary.  The Trustee,
             ----------------------
either  individually  or  in  a  representative  or fiduciary capacity, may be a
Beneficiary  to  the same extent as if it were not a Trustee hereunder and shall
have  all  the rights of a Beneficiary, including, without limitation, the right
to  vote  and  to receive distributions, to the same extent as if it was not the
Trustee  hereunder.


                                   ARTICLE IV
  DURATION AND TERMINATION OF TRUSTARTICLE IVDURATION AND TERMINATION OF TRUST

     4.1     Duration4.1     Duration.  The  existence  of  this  Trust  shall
             --------
terminate upon the earliest of (i) a termination required by the applicable laws
of  the  State  of Delaware, (ii) the termination due to the distribution of all
Trust  Assets  as provided in Section 5.5, or (iii) December 31, 2004; provided,
however,  that  the Trustee, in its discretion, may extend the existence of this
Trust to such later date as it may designate, if it determines that an extension
is  reasonably  necessary  to  pay or make provision for then known liabilities,
actual  or  contingent.

     4.2     Other  Obligations  of  the  Trustee  upon Termination4.2     Other
             ------------------------------------------------------
Obligations of the Trustee upon Termination.  Upon distribution of all the Trust
Assets,  the  Trustee  shall  provide  for the retention of all necessary books,
records,  lists  of  holders of Trust Units in the Trust, certificates and files
that  shall have been delivered to or created by the Trustee for a period of ten
(10)  years  thereafter,  at  the  Trustee's discretion, all of such records and
documents  may  be destroyed.  Except as otherwise specifically provided herein,
upon  the  distribution of all Trust Assets in the Trust, the Trustee shall have
no  further  duties  or  obligations  hereunder.


                                    ARTICLE V
      ADMINISTRATION OF TRUST ASSETSARTICLE VADMINISTRATION OF TRUST ASSETS

     5.1     Sale  of  Trust Assets5.1     Sale of Trust Assets.  The Trustee is
             ----------------------
hereby  authorized  and  directed,  at such times as it may deem appropriate, to
transfer, assign, or otherwise dispose of all or any part of the Trust Assets in
the Trust as it deems appropriate at public auction or at private sale for cash,
securities or other property, or upon credit (either secured or unsecured as the
Trustee  shall  determine).

     5.2     Transactions  with Related Persons5.2     Transactions with Related
             ----------------------------------
Persons.  Notwithstanding  any  other provisions of  this Agreement, the Trustee
shall  not  knowingly, directly or indirectly, sell or otherwise transfer all or
any  part  of  any  Trust  Assets  to, or contract with, (i) itself or any other
Trustee  or  an employee or agent (acting in its or their individual capacities)
of  this  Trust,  or  (ii) any Person of which any Trustee, employee or agent of
this  Trust  is  an  affiliate  by reason of being a trustee, director, officer,
partner  or direct or indirect beneficial owner of 5% or more of the outstanding
capital  stock,  shares  or  other  equity  interest  of  such  Persons.

     5.3     Payment  of  Claims,  Expenses  and  Liabilities5.3     Payment  of
             ------------------------------------------------
Claims,  Expenses  and  Liabilities.  Provided  the  Trustee has been advised in
writing  respecting such claims, expenses, charges, liabilities and obligations,
the  Trustee  shall pay from the Trust Assets in the Trust all claims, expenses,
charges,  liabilities,  and  obligations of the Trust Assets and all Liabilities
relating  to  the  Trust  Assets  and obligations which the Trustee specifically
assumes  and  agrees  to  pay  pursuant  to  this  Agreement and such transferee
liabilities  which  the  Trustee  may  be obligated to pay as transferees of the
Trust  Assets  in the Trust, including among the foregoing, and without limiting
the  generality  of  the foregoing, interest, penalties, taxes, assessments, and
public  charges  of  every  kind and nature and the costs, charges, and expenses
connected  with  or growing out of the execution or administration of this Trust
and  such  other payments and disbursements as are provided in this Agreement or
which  may  be  determined to be a proper charge against the Trust Assets in the
Trust  by  the  Trustee.

     5.4     Interim  Distributions5.4     Interim Distributions.  At such times
             ----------------------
as may be determined by it in its sole discretion, the Trustee shall distribute,
or cause to be distributed, to the Beneficiaries, in proportion to the number of
Trust  Units  held by each Beneficiary relating to the Trust, such cash or other
property comprising a portion of the Trust Assets as the Trustee may in its sole
discretion  determine  may  be distributed without detriment to the conservation
and  protection  of  the  Trust  Assets  in  the  Trust.

     5.5     Final  Distribution5.5     Final  Distribution.  If  the  Trustee
             -------------------
determines  that  the  Liabilities  and  all  other  claims,  expenses, charges,
liabilities and obligations of the Trust have been paid or discharged, or if the
existence  of  the  Trust  shall  terminate pursuant to Section 4.1, the Trustee
shall, as expeditiously as is consistent with the conservation and protection of
the Trust Assets, distribute the Trust Assets to the Beneficiaries in proportion
to  the number of Trust Units held by each Beneficiary in the Trust based on the
list  submitted to the Trustee by the Partnership pursuant to Section 3.1 above,
as such list may be amended.  The Trustee shall hold in the Trust and thereafter
make  disposition  of  all  liquidating distributions and other payments due any
Beneficiaries  who  have  not  been  located,  in  accordance with Delaware law,
subject  to  applicable state laws regarding escheat and abandoned property.  It
is  understood that the Trustee and the Beneficiary's bank in any funds transfer
may  rely solely upon any account numbers or similar identifying number provided
by  the  parties  hereto to identify (i) the Beneficiary, (ii) the Beneficiary's
bank,  or  (iii)  an  intermediary bank.  The Trustee may apply any of the Trust
Assets for any payment order it executes using any such identifying number, even
where  its  use may result in a person other than the Beneficiary being paid, or
the  transfer  of  funds  to  a  bank  other  than the Beneficiary's bank, or an
intermediary  bank  designated.

     5.6     Reports to Beneficiaries and Others5.6     Reports to Beneficiaries
             -----------------------------------
and  Others.  As  soon  as practicable after the end of each taxable year of the
Trust  and  after  termination  of the Trust, the Trustee shall submit a written
report  and  account to the Beneficiaries showing (i) the assets and liabilities
of  the  Trust  at  the  end  of  such  taxable year or upon termination and the
receipts and disbursements of the Trustee for such taxable year or period,  (ii)
any  changes  in  the  Trust Assets which they have not previously reported, and
(iii)  any  action  taken  by the Trustee in the performance of its duties under
this  Agreement  which it has not previously reported and which, in its opinion,
materially affects the Trust Assets.  The Trustee may submit similar reports for
such  interim periods during the taxable year as it deems advisable or as may be
required  by  the  Securities  and Exchange Commission.  The taxable year of the
Trust  shall  end  on  December  31  of  each  year  unless the Trustee deems it
advisable  to establish some other date as the date on which the taxable year of
the  Trust  shall  end.

     5.7     Federal  Income  Tax  Information5.7     Federal  Income  Tax
             ---------------------------------
Information.  As  soon  as practicable after the close of each taxable year, the
Trustee  shall  direct  its  transfer  agent  to  mail  to each Person who was a
Beneficiary  at the close of the year, a statement showing on a Trust Unit basis
in  the Trust the dates and amounts of all distributions made by the Trustee, if
any,  income  earned on assets held by the Trust, if any, such other information
as  is  reasonably  available to the Trustee which the Trustee determines may be
helpful  in  determining the amount of gross income and expenses attributable to
the  Trust  that such Beneficiary should include in such Person's federal income
tax  return  for the preceding year and any other information as may be required
to  be  furnished  under  the tax laws.  In addition, after receipt of a written
request  in good faith, or in its discretion without such request or if required
by  applicable  law,  such  transfer  agent (or if it cannot, the Trustee) shall
furnish  to  any  Person  who  has  been  a  Beneficiary  at any time during the
preceding  year a statement containing such further information as is reasonably
available to the transfer agent or Trustee, respectively, which shall be helpful
in  determining the amount of taxable income which such Person should include in
such  Person's  federal  income  tax  return.

     5.8     Employment  of  Manager5.8     Employment  of  Manager.
             -----------------------

     (a)     The  Trustee  shall  be responsible for the general policies of the
Trust  and  for the general supervision of the activities of the Trust conducted
by  all  agents,  employees,  advisors  or  managers of the Trust.  However, the
Trustee is not and shall not be required personally to conduct the activities of
the  Trust, and consistent with its ultimate responsibility as stated above, the
Trustee  shall  have the power to appoint, employ or contract with any Person or
Persons  (including  any corporation, partnership, or trust in which one or more
of  them  may be directors, officers, shareholders, partners or trustees) as the
Trustee  may  deem  necessary or proper for the transaction of the activities of
the  Trust,  including,  but  not  limited  to,  PLM International, Inc. and its
affiliates.  The  Trustee  may  therefore employ or contract with such Person or
Persons  (herein  referred  to  as the "Manager") and may grant or delegate such
authority  to  the  Manager  as  the  Trustee  may  in  its sole discretion deem
necessary  or  desirable to carry out the purpose of the Trust without regard to
whether  such  authority  is  normally  granted  or  delegated  by  trustees.

     The Trustee shall have the power to determine the terms and compensation of
the  Manager  or  any  other  Person  whom they may employ or with whom they may
contract.  The  Trustee may exercise broad discretion in allowing the Manager to
administer  and  regulate  the  operations of the Trust, to act as agent for the
Trust,  to  execute  documents  on  behalf of the Trustee, and to make executive
decisions  which  conform  to general policies and general principles previously
established  by  the  Trustee.

     (b)     The  Manager  or  other Persons shall not be required to administer
the  Trust  as  its  sole  and  exclusive  function  and may have other business
interests  and  may  engage  in other activities similar or in addition to those
relating to the Trust, including the rendering of advice or services of any kind
to  investors  or  any  other  Persons  and the management of other investments.

                                   ARTICLE VI
  POWERS OF AND LIMITATIONS ON THE TRUSTEEARTICLE VIPOWERS OF AND LIMITATIONS ON
                                   THE TRUSTEE

     6.1     Limitations  on  Trustee6.1     Limitations  on Trustee.  Except as
             ------------------------
contemplated  by this Agreement, the Trustee shall not at any time, on behalf of
the  Trust  or the Beneficiaries, enter into or engage in any trade or business,
and  no  part of any Trust Assets shall be used or disposed of by the Trustee in
furtherance of any trade or business.  Except as the Trustee reasonably believes
is  consistent  with and in furtherance of its obligations under this Agreement,
the Trustee shall be restricted to the holding, collection and sale of the Trust
Assets  and  the  payment and distribution thereof for the purposes set forth in
this  Agreement  and  to the conservation and protection of the Trust Assets and
the  administration thereof in accordance with the provisions of this Agreement.
In  no  event  shall  the  Trustee  receive any property, make any distribution,
satisfy  or discharge any claims, expenses, charges, liabilities and obligations
or  otherwise  take any action which is inconsistent with a complete liquidation
of  the  Partnership within the meaning of the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, and rulings, decisions and
determinations  of  the  Internal  Revenue  Service  and  courts  of  competent
jurisdiction,  or take any action which would jeopardize the status of the Trust
as  a  "liquidating trust" for federal income tax purposes within the meaning of
Treasury  Regulation  Section  301.7701-4(d).  This  limitation  shall  apply
regardless of whether the conduct of any such trade or business is deemed by the
Trustee  to  be  necessary  or proper for the conservation and protection of the
Trust  Assets.  The  Trustee  shall  not  invest  any  of the cash held as Trust
Assets,  except  that  the  Trustee  may invest in (i) direct obligations of the
United States of America or obligations of any agency or instrumentality thereof
which  mature not later than one year from the date of acquisition thereof; (ii)
money  market  deposit  accounts,  checking  accounts,  savings  accounts,  or
certificates  of  deposit,  commercial  paper rated not less than A1P1, or other
time  deposit  accounts  which  mature  not later than one year from the date of
acquisition  thereof  which  are  issued by a commercial bank, brokerage firm or
savings  institution organized under the laws of the United States of America or
any  state  thereof;  or (iii) other temporary investments not inconsistent with
the  Trust's  status  as  a  liquidating  trust  for tax purposes (collectively,
"Permitted  Investments").  It is hereby acknowledged that the Trustee shall not
be  required  to  maximize  the investment return on the Trust Assets during the
term  of  this  Agreement.  The  Trustee  shall be and hereby is relieved of all
liability  with  respect  to  the  purchasing,  holding  or selling of Permitted
Investments in accordance with the terms hereof.  The Trustee is not responsible
for  any  losses to the Trust which may occur, including, without limitation, by
reason  of bank failure or the amount of the Trust exceeding the Federal Deposit
Insurance  Corporation  limits.

     6.2     Specific  Powers  of  the  Trustee6.2     Specific  Powers  of  the
             ----------------------------------
Trustee.  Subject  to  the provisions of Section 6.1, the Trustee shall have the
following  specific  powers in addition to any powers conferred upon them by any
other  Section or provision of this Agreement or any statutory laws of the State
of  Delaware;  provided,  however,  that the enumeration of the following powers
shall  not be considered in any way to limit or control the power of the Trustee
to  act  as  specifically  authorized  by any other Section or provision of this
Agreement  and  to  act  in  such  a manner as the Trustee may deem necessary or
appropriate  to  conserve  and  protect  any  Trust  Assets  or to confer on the
Beneficiaries  the  benefits  intended  to  be  conferred  upon  them  by  this
Agreement:

     (a)     To  determine  the  nature  and  amount  of the consideration to be
received  with  respect  to  the  sale  or other disposition of, or the grant of
interests  in,  any  Trust  Assets.

     (b)     To collect, liquidate or otherwise convert into cash, or such other
property  as the Trustee deems deem appropriate, all property, assets and rights
in  any  Trust  Assets,  and  to  pay,  discharge  and satisfy all other claims,
expenses,  charges,  liabilities,  and  obligations existing with respect to any
Trust  Assets,  the  Trust  or  the  Trustee.

     (c)     To  elect, appoint, engage, retain or employ any Persons as agents,
representatives,  employees,  or  independent  contractors  (including  without
limitation  real  estate  advisors,  investment  advisors, accountants, transfer
agents,  custodians,  attorneys-at-law,  managers,  appraisers,  brokers,  or
otherwise)  in  one  or  more capacities, and to pay compensation from the Trust
Assets  for  services  in  as  many capacities as such Person may be so elected,
appointed,  engaged,  retained  or employed, to prescribe the titles, powers and
duties,  terms  of  service  and  other  terms  and  conditions of the election,
appointment,  engagement, retention or employment of such Persons and, except as
prohibited  by  law,  to delegate any of the powers and duties of the Trustee to
any  one  or  more  Trustees,  agents,  representatives,  employers, independent
contractors  or  other  Persons.

     (d)     To  retain and set aside such funds out of the Trust as the Trustee
shall  deem  necessary  or  expedient  to pay, or provide for the payment of (i)
unpaid  claims,  expenses, charges, liabilities, and obligations of the Trust or
the Partnership, except to the extent that liabilities for which the Partnership
has  previously  reserved  Cash Reserves are satisfied with funds from said Cash
Reserves;  (ii) contingencies; and (iii) the expenses of administering the Trust
Assets.

(e)     To  do  and  perform  any  and all acts necessary or appropriate for the
conservation  and  protection  of  the  Trust  Assets,  including acts or things
necessary  or  appropriate  to maintain Trust Assets held by the Trustee pending
sale  or other disposition thereof or distribution thereof to the Beneficiaries.

(f)     To  hold  legal title to property of the Trust in the name of the Trust,
or in the name of the Trustee, or of any other Person, without disclosure of the
interest  of  the  Trust  therein.

(g)     To  cause  any  investments  of  any  part  of  the  Trust  Assets to be
registered  and held in the name of any one or more of its names or in the names
of  a nominee or nominees without increase or decrease of liability with respect
thereto.

(h)     To institute or defend actions or declaratory judgments or other actions
and to take such other action, in the name of the Trust or the Partnership or as
otherwise  required,  as  the Trustee may deem necessary or desirable to enforce
any  instruments,  contracts,  agreements,  causes  of  action, claims or rights
relating  to  or  forming  a  part  of  the  Trust  Assets.

(i)     To  determine conclusively from time to time the value of and to revalue
the  securities  and other property of the Trust, in accordance with independent
appraisals  or  other  information  as  it  deems  necessary  or  appropriate.

(j)     To  cancel,  terminate, or amend any instruments, contracts, agreements,
obligations  or  causes  of  action  relating  to or forming a part of any Trust
Assets,  and  to  execute new instruments, contracts, agreements, obligations or
causes  of  action  notwithstanding  that  the  terms  of  any such instruments,
contracts,  agreements,  obligations  or  causes of action may extend beyond the
terms  of this Trust, provided that no such new instrument, contract, agreement,
obligation or cause of action shall permit the Trustee to engage in any activity
prohibited  by  Section  6.1.

(k)     To  vote  by  proxy or otherwise on behalf of the Beneficiaries and with
full  power  of  substitution all shares of stock and all securities held by the
Trustee  hereunder and to exercise every power, election, discretion, option and
subscription right and give every notice, make every demand, and to do every act
or thing in respect to any shares of stock or any securities held by the Trustee
which  the  Trustee  might  or  could  do  if the Trustee was the absolute owner
thereof.

(l)     To  undertake  or  join  in  any  merger,  plan  of  reorganization,
consolidation,  liquidation,  dissolution,  readjustment or other transaction of
any  corporation, any of whose shares of stock or other securities, obligations,
or  properties  may  at  any  time constitute a part of any Trust Assets, and to
accept  the  substituted  shares  of  stock,  bonds, securities, obligations and
properties  and  to  hold  the  same  in trust in accordance with the provisions
hereof.

(m)     In  connection with the sale or other disposition or distribution of any
securities  held by the Trustee, to comply with the applicable federal and state
securities  laws,  and  to  enter  into agreements relating to the sale or other
disposition  or  distribution  thereof.

(n)     To  authorize  transactions between corporations or other entities whose
securities,  or other interests therein (either in the nature of debt or equity)
are  held  by  the  Trustee  as  part  of  any  Trust  Assets.

(o)     To  terminate  and  dissolve  any  entities  owned  by  the  Trust.

(p)     To have a judicial settlement of its account of the Trust at any time to
the  extent  it  determines  necessary  or  advisable.

     (q)     To  perform  any  act  authorized, permitted, or required under any
instrument,  contract,  agreement, right, obligation or cause of action relating
to  or  forming a part of any Trust Assets whether in the nature of an approval,
consent, demand or notice thereunder or otherwise, unless such act would require
the  consent  of  the Beneficiaries in accordance with the express provisions of
this  Agreement.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE,
      BENEFICIARIES, EMPLOYEES AND AGENTSARTICLE VII CONCERNING THE TRUSTEE,
                       BENEFICIARIES, EMPLOYEES AND AGENTS

     7.1     Generally7.1     Generally.  The  Trustee accepts and undertakes to
             ---------
discharge  the  Trust  created  by this Agreement, upon the terms and conditions
thereof  on behalf of the Beneficiaries.  The Trustee shall exercise such of the
rights  and  powers  vested  in it by this Agreement, and use the same degree of
care  and skill in its exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.  No provision of this Agreement
shall  be  construed  to  relieve the Trustee from liability for its own willful
misconduct,  knowingly  and  intentionally committed in bad faith, except that:

     (a)     No  successor  Trustee shall be in any way responsible for the acts
or  omissions  of  the  Trustee  in  office  prior to the date on which he or it
becomes  a  Trustee.

(b)     The  Trustee  shall not be liable for the performance of such duties and
obligations  as  are specifically set forth in this Agreement except for its bad
faith  or  willful  misconduct, and no implied covenants or obligations shall be
read  into  this  Agreement  against  the  Trustee.

(c)     The Trustee may conclusively rely, as to the truth of the statements and
the  correctness  of  the  opinions  expressed therein, upon any certificates or
opinions  furnished  to  the  Trustee and conforming to the requirements of this
Agreement.

     (d)     The  Trustee  shall not be liable for any act which the Trustee may
do  or omit to do hereunder, or for any mistake of fact or law, or for any error
of  judgment,  or  for  the misconduct of any employee, agent, representative or
attorney  appointed  by it, or for anything that it may do or refrain from doing
in  connection  with this Agreement while acting in good faith; unless caused by
or  arising from gross negligence, willful misconduct, fraud or any other breach
of  fiduciary  duty  of  the  Trustee  or  any  of  its  employees,  agents,
representatives  or  attorneys.
     (e)     The  duties  and obligations of the Trustee shall be limited to and
determined  solely  by  the express provisions of this Agreement, and no implied
duties  or  obligations  shall  be read into this Agreement against the Trustee.

     7.2     Reliance  by  Trustee7.2     Reliance  by  Trustee.  Except  as
             ---------------------
otherwise  provided  in  Section  7.1:

     (a)     The  Trustee  may  rely  and  shall be protected in acting upon any
resolution,  certificate,  statement,  instrument,  opinion,  report,  notice,
request, consent, order, or other paper or document believed by it to be genuine
and  to  have  been  signed  or  presented  by  the  proper  party  or  parties.

     (b)     The  Trustee  may  consult  with  legal  counsel, auditors or other
experts  to  be selected by it, including firms with which the Trustee may be an
affiliate,  and  the advice or opinion of such counsel, accountants, auditors or
other  experts  shall  be  full  and  complete  protection  to  the Trustee, the
employees  and  the  agents  of  the  Trustee  in respect of any action taken or
omitted  or  suffered by them in good faith and in reliance on, or in accordance
with,  such  advice  or  opinion.

     (c)     Persons  dealing  with  the  Trustee  shall  look only to the Trust
Assets  to  satisfy  any  liability relating to the Trust Assets incurred by the
Trustee  to such Person in carrying out the terms of this Trust, and the Trustee
shall  have  no  obligation  to  satisfy  any  such  liability.

     (d)     As  far as practicable and except as expressly permitted above, the
Trustee  shall  cause any written instrument creating an obligation of the Trust
to  include  a  reference  to  this  Agreement  and  to provide that neither the
Beneficiaries,  the Trustee nor their agents shall be liable thereunder and that
the  other  parties to such instrument shall look solely to the Trust Assets for
the  payment  of  any  claim  thereunder  or  the performance thereof; provided,
however,  that the omission of such provision from any such instrument shall not
render  the  Beneficiaries,  the  Trustee, or their agents liable, nor shall the
Trustee  be  liable  to  anyone  for  such  omission.

     7.3     Limitation  on  Liability  to  Third  Persons7.3     Limitation  on
             ---------------------------------------------
Liability  to  Third  Persons.  No  Beneficiary shall be subject to any personal
liability  whatsoever,  in  tort,  contract  or  otherwise,  to  any  Person  in
connection  with  the Trust Assets or the affairs of this Trust; and neither the
Trustee nor any employee or agent of this Trust shall be subject to any personal
liability  whatsoever,  in  tort,  contract  or  otherwise,  to  any  Person  in
connection  with  any Trust Assets or the affairs of this Trust, except for such
Person's  own  willful  misconduct, knowingly and intentionally committed in bad
faith;  and  all  such  other  Persons shall look solely to any Trust Assets for
satisfaction  of  claims of any nature arising in connection with the affairs of
this  Trust.  The  Trustee  shall,  at  all  times,  maintain  insurance for the
protection of all Trust Assets, its Beneficiaries, the Trustee and its employees
and  agents  in  such  amount  as  the  Trustee shall deem adequate to cover all
foreseeable  liability  to  the  extent  available  at  reasonable  rates.

     7.4     Recitals7.4     Recitals.  Any  written  instrument  creating  an
             --------
obligation  of  this  Trust shall be conclusively taken to have been executed or
done by the Trustee, or the employee or agent of this Trust only in its capacity
as  Trustee  under this Agreement or in his capacity as employee or agent of the
Trust.

     7.5     Indemnification7.5     Indemnification.  The  Trustee  and  each of
             ---------------
its  employees  and  agents  (each an "Indemnified Person" and collectively, the
"Indemnified  Persons") shall be indemnified out of all Trust Assets against all
liabilities  and  expenses, including amounts paid in satisfaction of judgments,
in  compromise or as fines and penalties, and all costs and expenses, including,
but  not  limited to, reasonable counsel fees and disbursements paid or incurred
in  investigating  or  defending against any such claim, demand, action, suit or
proceeding  by  the  Indemnified  Persons  in  connection  with  the  defense or
disposition  of  any  action, suit or other proceeding by the Trust or any other
Person,  whether  civil  or  criminal,  in  which  the Indemnified Person may be
involved  or with which the Indemnified Person may be threatened while in office
or  thereafter,  by  reason  of  its or his being or having been such a Trustee,
employee  or  agent; provided, however, that the Indemnified Person shall not be
entitled  to  such  indemnification  in  respect  of  any matter as to which the
Indemnified  Person  shall  have  been adjudicated to have acted in bad faith or
with  willful  misfeasance  or in reckless disregard of the Indemnified Person's
duties.  The  rights  accruing  to any Indemnified Person under these provisions
shall  not  exclude  any  other  right  to  which  the Indemnified Person may be
lawfully  entitled.  The  Trustee  may  make advance payments in connection with
indemnification  under  this Section, provided that the Indemnified Person shall
have given a written undertaking to repay any amount advanced to the Indemnified
Person  and to reimburse the Trust in the event it is subsequently determined in
a  final  adjudication  by  a  court  of  law that the Indemnified Person is not
entitled to such indemnification.  The Trustee may purchase such insurance as it
believes,  in  the  exercise  of  its  discretion,  adequately insures that each
Indemnified  Person  shall  be  indemnified  against any such loss, liability or
damage  pursuant to this Section.  The rights accruing to any Indemnified Person
by  reason  of  the  foregoing shall not be deemed to exclude any other right to
which  he  may  legally  be  entitled  nor  shall anything else contained herein
restrict  the  right  of  the Trustee to indemnify or reimburse such Indemnified
Person  in any proper case even though not specifically provided for herein, nor
shall  anything  contained  herein  restrict  the  right of any such Indemnified
Person  to  contribution  under  applicable law.  As security for the timely and
full  payment  and  satisfaction of all of the present and future obligations of
the  parties  to  the Trustee under this Agreement, including without limitation
the indemnity obligations hereunder, whether joint or several, the Trust (and by
accepting  distributions  hereunder,  each  Beneficiary)  hereby  grants  to the
Trustee  a  continuing  security  interest  in  and  to any and all of the Trust
Assets, whether now existing or hereafter acquired or created, together with the
products and proceeds thereof, all payments and other distributions with respect
thereto, and any and all investments, renewals, substitutions, modifications and
extensions  of  any and all of the foregoing.  The Trustee shall have all of the
rights  and  remedies  of a secured party under the Uniform Commercial Code.  In
addition,  in  the  event  the  Trustee has not received any payment, indemnity,
reimbursement or other amount due it under this Agreement, then, notwithstanding
any other term or provision of this Agreement, the Trustee may in its discretion
set  off  and  apply  any  of the Trust Assets as is required to pay and satisfy
those  obligations.  Promptly  after the receipt by the Trustee of notice of any
demand  or  claim  or  the  commencement  of any action, suit or proceeding, the
Trustee  shall,  if  a claim in respect thereof is to be made against any of the
other  parties  hereto,  notify  such  other parties thereof in writing; but the
failure  by the Trustee to give such notice shall not relieve any party from any
liability  which  such party may have to the Trustee hereunder.  Notwithstanding
any obligation to make payments and deliveries hereunder, the Trustee may retain
and hold for such time as it reasonably deems necessary such amount of the Trust
Assets  as  it  shall  from  time to time in its sole discretion reasonably deem
sufficient  to indemnify itself for any such loss or expense and for any amounts
due  it  hereunder.  Except  as required by law or as expressly provided herein,
the  Trustee  shall  be  under  no  duty  to  institute any suit, or to take any
remedial  procedures  under this Agreement, or to enter any appearance or in any
way defend any suit in which it may be made a defendant hereunder until it shall
be  indemnified  as  provided  above,  except  as  expressly  set forth herein.

     7.6     Rights  of  Trustees, Employees, Independent Contractors and Agents
             -------------------------------------------------------------------
to  Own  Trust  Units  or  Other  Property  and  to  Engage in Other Business7.6
 ----------------------------------------------------------------------------
Rights  of  Trustees, Employees, Independent Contractors and Agents to Own Trust
 ---
Units or Other Property and to Engage in Other Business.  Any Trustee, employee,
independent contractor or agent may own, hold and dispose of Trust Units for its
or his individual account, and may exercise all rights thereof and thereunder to
the  same  extent  and in the same manner as if it were not a Trustee, employee,
independent  contractor or agent.  Any Trustee, employee, independent contractor
or  agent  may,  in  his personal capacity or in a capacity of trustee, officer,
director,  shareholder,  partner,  member,  advisor,  employee  of any Person or
otherwise,  have  business  interests  and holdings similar to or in addition to
those relating to the Trust.  Subject to the provisions of Article V hereof, any
Trustee,  employee,  independent  contractor  or  agent  of  the  Trust may be a
trustee,  officer,  director, shareholder, partner, member, advisor, employee or
independent  contractor  of, or otherwise have a direct or indirect interest in,
any Person who may be engaged to render advice or services to the Trust, and may
receive  compensation  from  such  Person  as  well  as compensation as Trustee,
employee, independent contractor or agent or otherwise hereunder so long as such
interest  is  disclosed  to  the  Trustee.  None  of  these activities in and of
themselves  shall  be  deemed  to conflict with its duties as Trustee, employee,
independent  contractor  or  agent.

     7.7     Contribution  Back7.7     Contribution  Back.     In the event any
             ------------------
amount  of Trust Assets released to a party under this Agreement is invalidated,
declared  to  be  fraudulent  or  preferential  or must otherwise be restored or
returned  by  the  Trustee  in  connection  with  the  insolvency, bankruptcy or
reorganization of such party, whether by order of or settlement before any court
or  other  authority or otherwise, such party shall contribute back to the Trust
an  amount  such  that  such  party  will  be  affected  by  that  invalidation,
declaration, restoration or return ratably in proportion to the distributions it
received  under this Agreement, together with any related assignment, release or
other  instrument  or document the Trustee may request to restore the status quo
ante.

                                  ARTICLE VIII
 PROTECTION OF PERSONS DEALING WITH THE TRUSTEEARTICLE VIIIPROTECTION OF PERSONS
                            DEALING WITH THE TRUSTEE

     8.1     Action by Trustee8.1     Action by Trustee.  All action required or
             -----------------
permitted to be taken by the Trustee, in its capacity as Trustee, shall be taken
by  a  written  vote,  resolution,  or  other writing signed by the Trustee then
serving.

     8.2     Reliance on Statements by the Trustee8.2     Reliance on Statements
             -------------------------------------
by the Trustee.  Any Person dealing with the Trustee shall be fully protected in
relying  upon the Trustee's certificate or instrument signed by the Trustee that
it  has  authority  to  take  any  action  under  this  Trust.

                                   ARTICLE IX
            COMPENSATION OF TRUSTEEARTICLE IXCOMPENSATION OF TRUSTEE

     9.1     Amount  of  Compensation9.1     Amount  of  Compensation.  The
             ------------------------
compensation  of  the Trustee shall be in accordance with the terms specified on
Schedule  A hereto or upon such other terms and conditions as may be agreed upon
 -------  -
by the Trustee and the Beneficiaries holding Trust Units representing at least a
majority  of the aggregate Beneficial Interests.  Schedule A shall apply only to
                                                  -------- -
the  initial  Trustee and, in the event a successor to the initial Trustee shall
serve,  such  schedule  shall  be  deleted  from this Agreement and neither such
deletion  nor  the  substitution  of  a  counterpart  schedule applicable to the
successor  Trustee  shall  constitute  an  amendment  of  this  Agreement.

     9.2     Dates of Payment9.2     Dates of Payment.  The compensation payable
             ----------------
to  the Trustee pursuant to the provisions of Section 9.1 shall be in accordance
with  Schedule A or, if Schedule A is no longer in force, at such other times as
      -------- -        -------- -
the  Trustee  may  determine.

     9.3     Expenses9.3     Expenses.  The Trustee shall be reimbursed from the
             --------
Trust  Assets  for  all expenses reasonably incurred by it in the performance of
its  duties  in  accordance  with  this  Agreement  including  the  reasonable
compensation  and  out-of-pocket expenses of attorneys, accountants, appraisers,
consultants and other persons retained by the Trustee or the Manager pursuant to
the  terms  of  this  Agreement.

                                    ARTICLE X
   THE TRUSTEE AND SUCCESSOR TRUSTEEARTICLE XTHE TRUSTEE AND SUCCESSOR TRUSTEE

     10.1     Number  and  Qualification  of  Trustees10.1     Number  and
              ----------------------------------------
Qualification  of  Trustees.  Subject to the provisions of Section 10.3 relating
to the period pending the appointment of a successor Trustee, there shall be one
Trustee of this Trust, which shall be a citizen and resident of or a corporation
or other entity which is incorporated or formed under the laws of a state of the
United  States  and,  if  a  corporation,  it  shall  be  authorized to act as a
corporate  fiduciary  under  the  laws  of the State of Delaware.  The number of
Trustees  may  be  increased  or  decreased from time to time by the Trustee.

     If any corporate Trustee shall ever change its name, or shall reorganize or
reincorporate,  or  shall  merge  with  or  into  or  consolidate with any other
corporation  or  entity,  bank or trust company, such corporate Trustee shall be
deemed  to  be  a  continuing  entity  and  shall  continue  to act as a Trustee
hereunder  with  the  same  liabilities, duties, powers, titles, discretions and
privileges  as  are  herein  specified  for  a  Trustee.

     10.2     Resignation  and  Removal10.2     Resignation  and  Removal.  Any
              -------------------------
Trustee  may  resign  and  be discharged from the Trust hereby created by giving
written notice thereof to any remaining Trustee or Trustees or by giving written
notice  to  the  Beneficiaries  holding  Beneficial  Interests  representing  an
aggregate  of  at  least  a  majority  of  the total Beneficial Interests.  Such
resignation  shall  become effective on the day specified in such notice or upon
the  appointment  of such Trustee's successor and such successor's acceptance of
such appointment, whichever is earlier.  Any Trustee may be removed at any time,
with  or without cause, by Beneficiaries having an aggregate Beneficial Interest
of  at  least  a  majority  of the total Beneficial Interests in the Trust.  All
obligations  of the Trustee hereunder shall cease and terminate on the effective
date  of its resignation and its sole responsibility thereafter shall be to hold
the  Trust  Assets  for  a  period  of  thirty  (30) calendar days following the
effective  date of resignation, at which time, if a successor Trustee shall have
been  appointed  and  have  accepted  such  appointment  in  a  writing  to  the
Beneficiaries, then upon written notice thereof given by a representative of the
Beneficiaries  to the resigning Trustee, the resigning Trustee shall deliver the
Trust  Assets  to  the successor Trustee.  If a successor Trustee shall not have
been  appointed  within  a thirty (30) day period from the predecessor Trustee's
resignation,  for any reason whatsoever, the resigning Trustee shall deliver the
Trust  Assets  to  a  court of competent jurisdiction in the county in which the
Trust  Assets  are  there  being held and give written notice of the same to the
parties  hereto.
     The  resigning  Trustee  shall  be  entitled  to payment of any unpaid fees
(which  shall  be  pro-rated  as  of  the effective date of the resignation) and
expenses  and  to reimbursement by the Beneficiaries out of the Trust Assets for
any  expenses  incurred  in  connection  with  the  transfer of the Trust Assets
pursuant  to  and  in  accordance  with  the  provisions  of  this  section.

     10.3     Appointment of Successor10.3     Appointment of Successor.  Should
              ------------------------
at  any time a Trustee resign or be removed, die, become mentally incompetent or
incapable  of  action  (as  determined  by the Beneficiaries holding Trust Units
representing  an  aggregate  of  at  least  a  majority  of the total Beneficial
Interests  in  the  Trust),  or  be  adjudged  bankrupt or insolvent, unless any
remaining  Trustees  shall decrease the number of Trustees of the Trust pursuant
to Section 10.1 hereof, a vacancy shall be deemed to exist and a successor shall
be  appointed by any remaining Trustees.  If such a vacancy is not filled by any
remaining  Trustees  within ninety (90) days, the remaining Trustees must notify
the Beneficiaries of their inability to fill such vacancy, and the Beneficiaries
may,  pursuant  to  Article  XII  hereof,  call a meeting to appoint a successor
Trustee  by  Beneficiaries  holding  Trust Units representing an aggregate of at
least  a  majority  of the total Beneficial Interests in the Trust.  Pending the
appointment  of  a  successor  Trustee,  the  remaining Trustee or Trustees then
serving  may  take  any  action  in  the  manner  set  forth  in  Section  8.1.

     10.4     Acceptance  of Appointment by Successor Trustee10.4     Acceptance
              -----------------------------------------------
of  Appointment by Successor Trustee.  Any successor Trustee appointed hereunder
shall  execute  an  instrument  accepting  such  appointment hereunder and shall
deliver  one counterpart thereof to each of the other Trustees and, in case of a
resignation,  to the resigning Trustee.  Thereupon such successor Trustee shall,
without any further act, become vested with all the estates, properties, rights,
powers,  trusts and duties of his or its predecessor in the Trust hereunder with
like  effect  as  if  originally  named therein; but the resigning Trustee shall
nevertheless,  when  requested  in  writing  by  the successor Trustee or by the
remaining  Trustees,  execute and deliver an instrument or instruments conveying
and  transferring to such successor Trustee upon the trust herein expressed, all
the  estates,  properties,  rights, powers and trusts of such resigning Trustee,
and  shall  duly  assign,  transfer  and  deliver  to such successor Trustee all
property  and  money  held  by  it  hereunder.

     10.5     Bonds10.5     Bonds.  No  bond  shall  be required of the original
              -----
Trustee  hereunder,  and  no  bond  shall  be  required of any successor Trustee
hereunder.  If  a bond is required by law, no surety or security with respect to
such  bond  shall  be  required  unless  required  by  law.

                                   ARTICLE XI
       CONCERNING THE BENEFICIARIESARTICLE XICONCERNING THE BENEFICIARIES

     11.1     Evidence  of Action by Beneficiaries11.1     Evidence of Action by
              ------------------------------------
Beneficiaries.  Whenever in this Agreement it is provided that the Beneficiaries
may  take  any action (including the making of any demand or request, the giving
of  any notice, consent, or waiver, the removal of a Trustee, the appointment of
a  successor  Trustee,  or the taking of any other action), the fact that at the
time  of  taking  any  such action such Beneficiaries have joined therein may be
evidenced  (i)  by  any instrument or any number of instruments of similar tenor
executed  by  Beneficiaries  in  person  or  by  agent  or attorney appointed in
writing,  or  (ii) by the record of the Beneficiaries voting in favor thereof at
any  meeting  of  Beneficiaries  duly  called  and  held  in accordance with the
provisions  of  Article  XII.

     11.2     Limitation  on  Suits by Beneficiaries11.2     Limitation on Suits
              --------------------------------------
by  Beneficiaries.  No  Beneficiary  shall  have  any  right  by  virtue  of any
provision  of  this Agreement to institute any action or proceeding at law or in
equity  against  any party other than the Trustees upon or under or with respect
to  any  Trust Assets or the agreements relating to or forming part of any Trust
Assets,  and  the  Beneficiaries  do  hereby  waive  any  such  right.

     11.3     Requirement  of  Undertaking11.3     Requirement  of  Undertaking.
              ----------------------------
The  Trustee  may  request  any  court  to  require,  and  any  court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Agreement,  or  in  any  suit  against the Trustee for any action taken or
omitted  by  it  as Trustee, the filing by any party litigant in such suit of an
undertaking  to pay the costs of such suit, and such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant  in  such  suit,  having due regard to the merits and good faith of the
claims  or  defenses  made  by  such party litigant; provided, however, that the
provisions  of  this  Section  shall  not  apply  to  any  suit by the Trustee.

                                   ARTICLE XII
           MEETING OF BENEFICIARIESARTICLE XIIMEETING OF BENEFICIARIES

     12.1     Purpose of Meetings12.1     Purpose of Meetings.  A meeting of the
              -------------------
Beneficiaries  may  be  called at any time and from time to time pursuant to the
provisions of this Article for the purposes of taking any action which the terms
of  this  Agreement permit a Beneficiary having a specified aggregate Beneficial
Interest  to  take  either  acting  alone  or  with  the  Trustee.

     12.2     Meeting  Called by Trustee12.2     Meeting Called by Trustee.  The
              --------------------------
Trustee  may  at any time call a meeting of the Beneficiaries of the Trust to be
held  at  such time and at such place within the State of Delaware (or elsewhere
if  so determined by a majority of the Trustees) as the Trustee shall determine.
Written  notice  of  every  meeting  of  the Beneficiaries shall be given by the
Trustee  (except  as  provided  in  Section 12.3), which written notice will set
forth  the  time  and  place  of  such  meeting  and in general terms the action
proposed  to  be  taken at such meeting, and shall be mailed not more than sixty
(60) nor less than ten (10) days before such meeting is to be held to all of the
Beneficiaries  of  record  not more than sixty (60) days before the date of such
meeting.  The  notice shall be directed to the Beneficiaries at their respective
addresses  as  they  appear  in  the  records  of  the  Trust.

     12.3     Meeting  Called on Request of Beneficiaries12.3     Meeting Called
              -------------------------------------------
on  Request  of Beneficiaries.  Within thirty (30) days after written request to
the  Trustee  by  Beneficiaries  holding  Trust  Units  representing  at least a
majority  of  the aggregate Beneficial Interests to call a meeting of all of the
Beneficiaries,  which  written  request  shall  specify in reasonable detail the
action  proposed  to be taken, the Trustee shall proceed under the provisions of
Section 12.2 to call a meeting of the Beneficiaries, and if the Trustee fails to
call  such  meeting  within such thirty (30) day period then such meeting may be
called  by Beneficiaries holding Trust Units representing at least a majority of
the  aggregate  Beneficial  Interests.

     12.4     Persons  Entitled  to  Vote  at  Meeting  of  Beneficiaries12.4
              -----------------------------------------------------------
Persons Entitled to Vote at Meeting of Beneficiaries.  Each Beneficiary shall be
entitled to vote at a meeting of the Beneficiaries of the Trust either in person
or  by his proxy duly authorized in writing.  The vote of each Beneficiary shall
be  weighted  based  on  the  number  of  Trust  Units in the Trust held by each
Beneficiary  determined  pursuant  to the list described in Section 3.1, as such
list  is  amended  hereby.  The  signature  of  the  Beneficiary on such written
authorization  need  not  be  witnessed  or  notarized.

     12.5     Quorum12.5     Quorum.  At  any  meeting  of  Beneficiaries,  the
              ------
presence  of  Beneficiaries holding Trust Units representing at least a majority
of  the  aggregate  Beneficial Interests sufficient to take action on any matter
for  the  transaction  of  which  such  meeting was called shall be necessary to
constitute  a quorum; but if less than a quorum be present, Beneficiaries having
aggregate  Beneficial  Interests  of  more  than  50%  of  the  total Beneficial
Interests  in  the  Trust  of  all  Beneficiaries represented at the meeting may
adjourn  such  meeting  with the same effect and for all intents and purposes as
though  a  quorum  had  been  present.

     12.6     Adjournment of Meeting12.6     Adjournment of Meeting.  Subject to
              ----------------------
Section  12.5 hereof, any meeting of Beneficiaries of the Trust may be adjourned
from  time  to  time  and a meeting may be held at such adjourned time and place
without  further  notice.

     12.7     Conduct  of  Meetings12.7     Conduct  of  Meetings.  The  Trustee
              ---------------------
shall  appoint the Chairman and the Secretary of the meeting.  The vote upon any
proposal  submitted  to any meeting of Beneficiaries shall be by written ballot.
An Inspector of Votes, appointed by the Chairman of the meeting, shall count all
votes  cast  at  the meeting for or against any proposal and shall make and file
with  the  Secretary  of  the  meeting  its  verified  written  report.

     12.8     Record  of  Meeting12.8     Record  of  Meeting.  A  record of the
              -------------------
proceedings  of  each meeting of Beneficiaries of the Trust shall be prepared by
the  Secretary  of  the meeting.  The record shall be signed and verified by the
Secretary  of  the meeting and shall be delivered to the Trustee to be preserved
by  it.  Any  record  so signed and verified shall be conclusive evidence of all
the  matters  therein  stated.

                                  ARTICLE XIII
                        AMENDMENTSARTICLE XIIIAMENDMENTS

     13.1     Consent of Beneficiaries13.1     Consent of Beneficiaries.  At the
              ------------------------
direction  or with the consent of Beneficiaries holding Trust Units representing
at  least  a  majority  of  the  aggregate Beneficial Interests, or such greater
percentage  as  shall be specified in this Agreement for the taking of an action
by the Beneficiaries under the affected provision of this Agreement, the Trustee
shall  promptly  make  and execute a declaration amending this Agreement for the
purpose  of adding any material provisions to or changing in any material manner
or  eliminating  any  of the material provisions of this Agreement or amendments
thereto  as  they  apply to the Trust; provided, however, that no such amendment
shall  permit  the  Trustee  to engage in any activity prohibited by Section 6.1
hereof  or  affect the Beneficiaries' rights to receive their pro rata shares of
the Trust Assets at the time of distribution; provided further, however, that no
consent  of  the  Beneficiaries  shall be required with respect to any amendment
made solely for the purpose of facilitating the transferability by Beneficiaries
of Trust Units or to comply with applicable laws, including tax laws, so long as
such  amendment  has  been  approved  by  the  Trustee.

     13.2     Notice  and  Effect  of  Amendment13.2     Notice  and  Effect  of
              ----------------------------------
Amendment.  Promptly  after the execution by the Trustee of any such declaration
of  amendment,  the Trustee shall give notice of the substance of such amendment
to  the  Beneficiaries  or,  in lieu thereof, the Trustee may send a copy of the
amendment  to  each  Beneficiary.  Upon the execution of any such declaration of
amendment  by  the  Trustee,  this  Agreement shall be deemed to be modified and
amended  in  accordance  therewith  and  the  respective  rights, limitations of
rights, obligations, duties, and immunities of the Trustee and the Beneficiaries
under  this  Agreement with respect to the Trust shall thereafter be determined,
exercised  and  enforced  hereunder subject in all respects to such modification
and  amendments, and all the terms and conditions of any such amendment shall be
thereby  deemed to be part of the terms and conditions of this Agreement for any
and  all  purposes.

13.3     Trustee's Declining to Execute Documents13.3     Trustee's Declining to
         ----------------------------------------
     Execute  Documents.  If,  in  the  reasonable  opinion  of the Trustee, any
document  required  to  be executed pursuant to the terms of Section 13.2 hereof
adversely  affects  any right, obligation, immunity or indemnity in favor of the
Trustee  under  this  Agreement,  the  Trustee  may in its discretion decline to
execute  such  document.

                                   ARTICLE XIV
           MISCELLANEOUS PROVISIONSARTICLE XIVMISCELLANEOUS PROVISIONS

     14.1     Filing  Documents14.1     Filing  Documents.  This Agreement shall
              -----------------
be  filed  or recorded in such office or offices as the Trustee may determine to
be  necessary or desirable.  A copy of this Agreement and all amendments thereof
shall  be  maintained in the office of the Trustee and shall be available at all
times  during  regular  business  hours for inspection by any Beneficiary or his
duly  authorized representative.  The Trustee shall file or record any amendment
of  this  Agreement  in the same places where the original Agreement is filed or
recorded.  The  Trustee shall file or record any instrument which relates to any
change  in  the  office  of  the  Trustee  in the same places where the original
Agreement  is  filed  or  recorded.

     14.2     Intention  of  Parties  to  Establish  Trust14.2     Intention  of
              --------------------------------------------
Parties  to Establish Trust.  This Agreement is not intended to create and shall
not be interpreted as creating a corporation, association, partnership, or joint
venture  of  any  kind  for purposes of federal income taxation or for any other
purpose.

     14.3     Beneficiaries  Have  No  Rights  or  Privileges  as  Holders  of
              ----------------------------------------------------------------
Partnership  Units14.3     Beneficiaries Have No Rights or Privileges as Holders
         ---------
of  Partnership  Units.  Except as expressly provided in this Agreement or under
applicable  law,  the  Beneficiaries  shall  have  no  rights  or  privileges
attributable  to  their  former  status  as  holders  of  Partnership  Units.

     14.4     Laws  as  to  Construction14.4     Laws  as  to Construction.  The
              --------------------------
Trustee, and the Beneficiaries (by their acceptance of any distributions made to
them pursuant to this Agreement), consent and agree that this Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of
Delaware,  without  reference  to the choice of law principles thereof.  Each of
the  parties  hereto  irrevocably  submits  to the exclusive jurisdiction of the
courts  of  the state of California and the United States District Court for any
District  within  such  state for the purpose of any suit, action, proceeding or
judgment  relating  to  or  arising  out  of this Agreement and the transactions
contemplated  hereby.  Service  of  process  in  connection  with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by
the  same  methods  as  are  specified  for  the  giving  of  notices under this
Agreement.  Each  of the parties hereto irrevocably consents to the jurisdiction
of  any  such  court in any such suit, action or proceeding and to the laying of
venue  in such court.  Each party hereto irrevocably waives any objection to the
laying  of  venue  of any such suit, action or proceeding brought in such courts
and  irrevocably  waives  any  claim  that  any  such suit, action or proceeding
brought  in  any  such court has been brought in an inconvenient forum.  Each of
the  parties  hereto  agrees  that  a final judgment in any action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  All parties waive the right to
a  jury  trial  of  all  such  disputes,  claims  and  demands.
     14.5     Severability14.5     Severability.  In  the event any provision of
              ------------
this  Agreement  or the application thereof to any Person or circumstances shall
be  finally  determined  by  a  court  of  proper  jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each provision
of this Agreement shall be valid and enforced to the fullest extent permitted by
law.

     14.6     Notices14.6     Notices.  Any notice or other communication by the
              -------
Trustee  to any Beneficiary shall be deemed to have been sufficiently given, for
all  purposes,  if  deposited,  postage  prepaid, in a post office or letter box
addressed  to  such Person at his address as shown in the records of the Trust.

     All  notices  and  other  communications  hereunder shall be in writing and
shall  be  deemed  to  have  been  duly given if delivered personally or sent by
cable, telegram, facsimile transmission or telex to the Trustee at the following
address  or  at  such  other  addresses  as  shall  be specified by the Trustee:

     If  to  the  Trustee:

     PLM  Financial  Services,  Inc.
     253  3rd  Street  South,  Suite  200
     St.  Petersburg,  FL  33716

     Fax:  (727)  803-8200


     14.7     Counterparts.14.7     Counterparts.  This  Agreement  may  be
              ------------
executed  in any number of counterparts, each of which shall be an original, but
such  counterparts  shall  together constitute but one and the same instrument.


            [The remainder of this page is left intentionally blank.]


<PAGE>


     IN  WITNESS  WHEREOF,  the  General  Partner of the Grantor has caused this
Agreement to be executed by an authorized officer, and the Trustee hereunder has
executed  this  Agreement,  as  Trustee and not as an individual, as of the date
first  set  forth  herein.


GRANTOR:
     PLM  EQUIPMENT  GROWTH  FUND  III
By:     PLM  Financial  Services,  Inc.,  its  General  Partner

By:  /s/ Richard K Brock
Its:  Chief Financial Officer
     (Principal Financial Officer)

TRUSTEE:
PLM  FINANCIAL  SERVICES,  INC.


By:  /s/ Richard K Brock
Its:  Chief Financial Officer
     (Principal Financial Officer)



<PAGE>

                                                                      SCHEDULE A
                                                                      ----------


                                SCHEDULE OF FEES
                                    to act as
            TRUSTEE, REGISTRAR, TRANSFER AGENT AND DISTRIBUTION AGENT
                            OF THE LIQUIDATING TRUST

The Trustee shall receive no compensation for its services hereunder, other than
an  amount  equivalent  to  the compensation and other payments that the Trustee
would  have  received  as  General  Partner  of  the Partnership for the same or
similar  services undertaken by the Trustee hereunder if the General Partner had
undertaken  such  services  on  behalf  of  the  Partnership.


<PAGE>
                                                                       EXHIBIT A
                                                                       ---------


                  FORM OF BILL OF SALE, ASSIGNMENT, ACCEPTANCE
                            AND ASSUMPTION AGREEMENT

     This  BILL  OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed  and  entered  into as of December 31, 2002, by and among PLM Equipment
Growth  Fund  III,  a  California  limited partnership (the "Assignor"), and PLM
Financial  Services, Inc. a Delaware corporation, not in its individual capacity
or in its capacity as the general partner of the Assignor, but solely as trustee
(the  "Trustee")  of  the  PLM  Equipment Growth Fund III Liquidating Trust (the
       -------
"Liquidating  Trust").
    ---------------
                                    RECITALS
                                    --------
     WHEREAS,  the  Trustee  and the Assignor are parties to a Liquidating Trust
Agreement  dated  as of the date hereof (the "Agreement"), pursuant to which the
Assignor has created the Liquidating Trust and engaged the Trustee as trustee to
administer  the Liquidating Trust pursuant to the terms of a Plan of Liquidation
and  Dissolution  of  even  date  herewith  (the  "Plan");  and
     WHEREAS, the Agreement contemplates that the Assignor will place, as of the
date  hereof  and  in  accordance  with the Plan, all of its unliquidated and/or
undistributed  assets,  including  but  not  limited  to,  cash,  equipment  and
securities,  along  with  certain  cash reserves subject to disbursement for the
Assignor's  contingent  liabilities  and  the  Liquidating  Trust's  contingent
liabilities,  into  the Liquidating Trust established to receive said assets and
reserves;  and
WHEREAS,  the  Trustee  and  the Assignor now desire to carry out the intent and
purpose  of  the  Agreement  by the execution and delivery to the Trustee by the
Assignor  of  this  instrument  evidencing the conveyance, assignment, transfer,
sale  and  delivery  to  the  Trustee  of the Transferred Assets (as hereinafter
defined)  and  the  acceptance  by  the  Trustee  of the Assumed Obligations (as
hereinafter  defined);
     NOW,  THEREFORE, in consideration of the foregoing premises and for $10 and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged:

     ASSIGNMENT
     ----------
     The  Assignor  does  hereby convey, assign, transfer, sell and deliver unto
the  Trustee  and  its  successors  and assigns, forever, for the benefit of the
Liquidating  Trust, all of Assignor's right, title and interest in, to and under
all  of  the  assets  of  the  Assignor as set forth and more fully described by
category  of  asset  and  more fully enumerated by Assignor on Exhibit A hereto,
                                                               ------- -
including,  without  limitation  any  accounts  receivable,  limited partnership
interests,  beneficial  interests,  rights  in  litigation,  security interests,
contract  rights  or  agreements,  rights to payment or distributions or similar
rights  that  the  Assignor  may  possess  in  same  (together, the "Transferred
                                                                     -----------
Assets").
     ACCEPTANCE  AND  ASSUMPTION
     ---------------------------
     The  Trustee  accepts  the  foregoing  conveyance, assignment, transfer and
delivery  of  the  Transferred  Assets  and agrees to assume all liabilities and
obligations  relating  to  the Transferred Assets to the extent specifically set
forth  in  the  Agreement  (the  "Assumed  Obligations").
                                  --------------------
     TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto
the  Trustee,  its  successors  and  assigns,  FOREVER,  for  the benefit of the
Liquidating  Trust.
The  Assignor hereby constitutes and appoints the Trustee and its successors and
assigns  as  its  true  and  lawful  attorneys-in-fact  in  connection  with the
transactions  contemplated  by this instrument, with full power of substitution,
in  the  name  and stead of the Assignor but on behalf of and for the benefit of
the Trustee and its successors and assigns, to demand and receive any and all of
the  assets,  properties,  rights  and  business  hereby conveyed, assigned, and
transferred  or  intended  so to be, and to give receipt and releases for and in
respect of the same and any part thereof, and from time to time to institute and
prosecute,  in  the  name  of  the Assignor or otherwise, for the benefit of the
Trustee  or  its  successors  and  assigns,  proceedings  at  law, in equity, or
otherwise, which the Trustee or its successors or assigns reasonably deem proper
in  order  to  collect  or  reduce  to  possession or endorse any portion of the
Transferred Assets and to do all acts and things in relation to the assets which
the  Trustee  or  its  successors  or  assigns  reasonably  deem  desirable.
This  instrument  shall  be  binding  upon and shall inure to the benefit of the
respective  successors  and  assigns  of  the  Assignor  and  the  Trustee.
This  instrument  shall be construed and enforced in accordance with the laws of
the  State  of  Delaware,  without  regard  to  conflict  of  law.
            [The remainder of this page is left intentionally blank.]

<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale, Assignment,
Acceptance  and Assumption Agreement under seal on the date first above written.

ASSIGNOR

PLM  EQUIPMENT  GROWTH  FUND  III
By:     PLM  Financial  Services,  Inc.,  its  general  partner

By:  /s/ Richard K Brock

Its:  Chief Financial Officer
     (Principal Financial Officer)


TRUSTEE

PLM  FINANCIAL  SERVICES,  INC.,  not  in  its  individual  capacity
but  solely  as  trustee  of  the  Liquidating  Trust


By:  /s/ Richard K Brock
Its:  Chief Financial Officer
     (Principal Financial Officer)



<PAGE>
                                    EXHIBIT A

                               TRANSFERRED ASSETS
                               ------------------


EQUIPMENT:
---------

-     See  attached  schedules of equipment and other assets, which are prepared
as  of  the dates set forth thereon, and which will be updated and replaced with
final schedules after accounting for transactions, if any, occurring on or prior
to  December  31,  2002.

LITIGATION:
----------
-     All  of  Assignors rights with respect to claims and counterclaims against
Sahara  Airlines  Ltd. and any other rights which Assignor may have with respect
to  any  litigation  matters  or  claims  relating to the assets of the Assignor
transferred  hereby.





</TEXT>
</DOCUMENT>
