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
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"Liquidating  Trust").
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                                    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
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     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.]


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:  Rick  Brock

Its:  Chief  Financial  Officer


TRUSTEE

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


By:  Rick  Brock
Its:  Chief  Financial  Officer