SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                              FINANCIAL STATEMENTS











                          INDEPENDENT AUDITORS' REPORT




The Partners
Spear Partnership

We have audited the accompanying statements of operations,  changes in partners'
capital, and cash flows for the Spear Partnership (the Partnership) for the year
ended December 31, 1998. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results of its  operations  and cash flows of the
Partnership  for the year ended December 31, 1998 in conformity  with accounting
principles  generally accepted in the United States of America. The accompanying
2000 and 1999 financial  statements were not audited by us, and accordingly,  we
express no opinion or any other form of assurance on them.


/S/  KPMG  LLP

SAN FRANCISCO, CALIFORNIA
June 9, 2000






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>


                                                                               2000               1999
                                                                           (unaudited)        (unaudited)
                                                                         -------------------------------------
  ASSETS

<S>                                                                       <C>               <C>
  Marine vessel held for lease, at cost                                   $          7,840  $          7,840
  Less accumulated depreciation                                                     (5,922)           (5,536)
                                                                          -------------------------------------
      Net equipment                                                                  1,918             2,304

  Accounts receivable                                                                   69               224
                                                                          -------------------------------------
        Total assets                                                      $          1,987  $          2,528
                                                                          =====================================


  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
  Accounts payable and accrued expenses                                   $             38  $             125
  Due to affiliates                                                                     12                 27
  Lessee deposits                                                                      383                174
                                                                          -------------------------------------
    Total liabilities                                                                  433                326

  Partners' capital (deficit):
  Limited partners                                                                   1,615              2,258
  General partner                                                                      (61)               (56)
                                                                          -------------------------------------
    Total partners' capital                                                          1,554              2,202
                                                                          -------------------------------------

        Total liabilities and partners' capital                           $          1,987  $           2,528
                                                                          =====================================

</TABLE>















                 See accompanying notes to financial statements.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>


                                                             2000                1999                1998
                                                          (unaudited)         (unaudited)
                                                       ----------------------------------------------------------
  REVENUES

<S>                                                    <C>                  <C>                    <C>
  Lease revenue                                        $         1,251      $        1,498         $     1,824
  Interest and other income                                          4                  51                  --
                                                       ----------------------------------------------------------
    Total revenues                                               1,255               1,549               1,824
                                                       ----------------------------------------------------------

  EXPENSES

  Depreciation and amortization                                    386                 464                 949
  Marine operating expenses                                        905               1,148               1,137
  Repairs and maintenance                                          376                 273                 443
  Management fees to affiliate                                      62                  75                  91
  Insurance expense to affiliates                                   --                  --                 (10)
  Other insurance (recovery) expense                                (8)                112                 161
  Administrative expenses to affiliates                             13                  17                  26
  Administrative and other                                          32                  24                  22
  Loss on revaluation                                               --                  --               1,910
                                                       ----------------------------------------------------------
    Total expenses                                               1,766               2,113               4,729
                                                       ----------------------------------------------------------

        Net loss                                       $          (511)     $         (564)        $    (2,905)
                                                       ==========================================================

</TABLE>

















                 See accompanying notes to financial statements.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
                            (IN THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>


                                                                        Limited         General
                                                                       Partners         Partner          Total
                                                                   --------------------------------------------------

<S>                                                                   <C>            <C>             <C>
    Partners' capital (deficit) at December 31, 1997 (unaudited)      $       5,472  $          (23) $        5,449

  Net loss                                                                   (2,876)            (29)         (2,905)

  Capital contribution                                                          141               1             142
                                                                      ------------------------------------------------

    Partners' capital (deficit) at December 31, 1998                          2,737             (51)          2,686

  Net loss (unaudited)                                                         (558)             (6)           (564)

  Capital contribution (unaudited)                                               79               1              80
                                                                      ------------------------------------------------

    Partners' capital (deficit) at December 31, 1999 (unaudited)              2,258             (56)          2,202

  Net loss (unaudited)                                                         (506)             (5)           (511)

  Capital distribution (unaudited)                                             (137)             --            (137)
                                                                      ------------------------------------------------

    Partners' capital (deficit) at December 31, 2000 (unaudited)      $       1,615  $          (61) $        1,554
                                                                      ================================================
</TABLE>


















                 See accompanying notes to financial statements.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>

                                                                      2000                1999              1998
                                                                  (unaudited)         (unaudited)
                                                               ---------------------------------------------------------

  OPERATING ACTIVITIES

<S>                                                             <C>                <C>               <C>
  Net loss                                                      $          (511)   $          (564)  $          (2,905)
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                           386                464                 949
    Loss on revaluation                                                      --                 --               1,910
    Changes in operating assets and liabilities:
      Accounts receivable                                                   155                (84)                 34
      Prepaid expenses                                                       --                  5                  11
      Accounts payable and accrued expenses                                 (87)               (11)                 90
      Due to affiliates                                                     (15)                18                  (6)
      Lessee deposits                                                       209                 92                (225)
                                                                ---------------------------------------------------------
        Net cash provided by (used in) operating activities                 137                (80)               (142)
                                                                ---------------------------------------------------------

  FINANCING ACTIVITIES

  Cash (distributions) contributions-General Partner                         --                  1                   1
  Cash (distributions) contributions-limited partners                      (137)                79                 141
                                                                ---------------------------------------------------------
        Net cash (used in) provided by financing activities                (137)                80                 142

  Net change in cash and cash equivalents                                    --                 --                  --
  Cash and cash equivalents at beginning of year                             --                 --                  --
                                                                ---------------------------------------------------------
  Cash and cash equivalents at end of year                      $            --    $            --   $              --
                                                                =========================================================
</TABLE>














                 See accompanying notes to financial statements.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

Spear  Partnership,  a California  limited  partnership (the  Partnership),  was
formed  during  December  1995.  The  Partnership  was formed for the purpose of
purchasing a container  cargo feeder  marine  vessel and  commenced  significant
operations in March 1996. The Partnership has no employees nor operations  other
than the operation of the marine  vessel.  The  Partnership  is owned 99% by the
limited partners and 1% by the General Partner.  The Partnership has two limited
partners:   PLM  Equipment  Growth  Fund  VI  (EGF  VI),  a  California  limited
partnership,  and  Professional  Lease  Management  Income  Fund I (Fund  I),  a
Delaware Limited Liability Company, (the Limited Partners).  The General Partner
is the Spear  Corporation  (SC)  which is owned 50% by EGF VI and 50% by Fund I.
The Limited Partnership is owned 50% by EGF VI and 50% by Fund I.

The marine  vessel was  purchased  in March 1996 for $7.5  million.  EGF VI paid
acquisition and lease negotiation fees of $0.2 million to FSI. No fees were paid
by Fund I.

The  Partnership  is expected to terminate  during 2002 as EGF VI will be in its
liquidation phase and all equipment must be sold.

These accompanying  financial statements have been prepared on the accrual basis
of accounting in accordance with generally accepted accounting principles.  This
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets  and  liabilities,  disclosures  of  contingent  assets  and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those  estimates.  All amounts as of and for the years ended  December  31,
2000 and 1999 are unaudited.

     OPERATIONS

The marine vessel in the  Partnership  is managed under a continuing  management
agreement by PLM Investment Management, Inc. (IMI), a wholly-owned subsidiary of
PLM  Financial  Services Inc.  (FSI).  FSI is a  wholly-owned  subsidiary of PLM
International,  Inc. (PLM International).  IMI receives a monthly management fee
from  the  Partnership  for  managing  the  marine  vessel  (Note  2).  FSI,  in
conjunction  with its  subsidiaries,  sells  equipment to investor  programs and
third parties,  manages pools of transportation  equipment under agreements with
investor programs,  and is the General Partner of EGF VI, the Manager of Fund I,
and the general partner of other limited partnerships.

     CASH AND CASH EQUIVALENTS

All cash generated from operations is distributed to the partners,  accordingly,
the Partnership has no cash balance at December 31, 2000 and 1999.

     ACCOUNTING FOR LEASES

The marine vessel in the Partnership is leased under operating leases. Under the
operating  lease method of accounting,  the leased asset is recorded at cost and
depreciated  over its  estimated  useful life.  Rental  payments are recorded as
revenue over the lease term as earned in accordance  with Statement of Financial
Accounting Standards No. 13, "Accounting for Leases".




                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     DEPRECIATION

Depreciation is computed using the  double-declining  balance  method,  taking a
full month's  depreciation in the month of acquisition,  based upon an estimated
useful life of 12 years. The depreciation  method changes to straight-line  when
the annual  depreciation  expense using the  straight-line  method  exceeds that
calculated by the  double-declining  balance  method.  Acquisition  fees of $0.2
million,  that were paid to FSI, had been capitalized as part of the cost of the
equipment.  Major  expenditures  that are expected to extend the marine vessel's
useful life or reduce future equipment operating expenses, have been capitalized
and amortized over the estimated remaining life of the marine vessel.

     MARINE VESSEL

In accordance with the Financial Accounting Standards Board's Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of", FSI reviews the  carrying  value of the  Partnership's  marine
vessel  at  least  quarterly,  and  whenever  circumstances  indicated  that the
carrying  value of this asset may not be  recoverable  in  relation  to expected
future market  conditions,  for the purpose of assessing  recoverability  of the
recorded  amounts.  If  projected  undiscounted  future  cash flows and the fair
market value of the marine vessel was less than the carrying value of the marine
vessel,  a loss on revaluation  is recorded.  A reduction of $1.9 million to the
carrying  value of the marine  vessel was required  during 1998. No reduction to
the carrying value of the marine vessel was required during 2000 or 1999.

     REPAIRS AND MAINTENANCE

Repair  and  maintenance  for  the  marine  vessel  are  the  obligation  of the
Partnership.

     NET LOSS AND CASH DISTRIBUTION TO LIMITED PARTNERS

The net loss and cash  distributions of the Partnership are generally  allocated
99% to the limited partners and 1% to the General Partner. The net loss and cash
distributions  are generally  allocated to the limited  partners  based on their
percentage of ownership in the Partnership.  Certain depreciable and amortizable
amounts are not allocated to Fund I, such as  depreciation  on acquisition  fees
and amortization on lease negotiation fees. Otherwise,  the limited partners 99%
share of net loss and cash  distributions are allocated 50% to EGF VI and 50% to
Fund I.

Cash distributions are recorded when paid.

     COMPREHENSIVE LOSS

The  Partnership's  net loss is equal to comprehensive  loss for the years ended
December 31, 2000, 1999, and 1998.

2.   GENERAL PARTNER

SC contributed $100 of the  Partnership's  initial  capital.  SC is owned by two
shareholders,  EGF VI owns 50% and Fund I owns 50%. Dividends,  if declared, are
paid to the  shareholders  annually  based on the  percentage of ownership  each
shareholder owns.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

3.   TRANSACTIONS WITH AFFILIATES

Under the equipment  management  agreement,  IMI, subject to certain reductions,
receives a monthly  management fee  attributable to owned equipment equal to the
lesser of (i) the fees that would be charged by an  independent  third party for
similar  services for similar  equipment or (ii) 5% of the gross lease  revenues
attributable to equipment that is subject to operating leases. The Partnership's
management  fee expense to affiliate  was $0.1 million  during 2000,  1999,  and
1998. The Partnership reimbursed FSI $13,000,  $17,000, and $26,000 during 2000,
1999, and 1998,  respectively,  for data processing and administrative  expenses
directly attributable to the Partnership.

During 1998, the Partnership  received a $10,000  loss-of-hire  insurance refund
from Transportation Equipment Indemnity Company Ltd. (TEI), an affiliate of FSI,
which provided marine insurance coverage and other insurance brokerage services,
due to lower claims from the insured  Partnership  and other insured  affiliated
programs. PLM International liquidated TEI in 2000. These services were provided
by an unaffiliated third party during 2000, 1999 and 1998.

Partnership  management  fees  payable  to IMI was  $13,000  and  $27,000  as of
December 31, 2000 and 1999, respectively.

4.       MARINE VESSEL ON LEASE

The  Partnership's  marine  vessel  is leased to  multiple  operators  on a time
charter  basis.  In such  instances,  revenues  are earned from each lessee that
hires the marine vessel for a specific voyage.

The marine vessel in the  Partnership  is used as collateral  against the senior
loans of the Limited Partners.

The marine vessel lease is being accounted for as an operating lease.  There are
no future minimum rentals under non-cancelable  leases at December 31, 2000. Per
diem and  short-term  rentals  consisting  of  utilization  rate lease  payments
included in lease  revenues  amounted to $1.3  million in 2000,  $1.5 million in
1999, and $1.8 million in 1998.

5.   GEOGRAPHIC INFORMATION

The  Partnership's  marine  vessel is leased to  multiple  lessees in  different
regions that operate worldwide.

6.   INCOME TAXES

The  Partnership  is not  subject  to  income  taxes,  as any  income or loss is
included  in the tax  returns of the  individual  partners  owning  the  Limited
Partners.  Accordingly,  no  provision  for  income  taxes  has been made in the
financial statements of the Partnership.

As of December 31, 2000, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $4.3 million lower than the federal  income tax
basis of such assets and  liabilities,  primarily due to  differences in reserve
for repairs,  depreciation  method based on the tax estimated  useful life,  and
lessee prepaid deposits.






                                SPEAR PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

7.   CONCENTRATIONS OF CREDIT RISK

Financial   instruments,   which   potentially   subject  the   Partnership   to
concentrations of credit risk, consist principally of lease receivables.

The  Partnership's  lessees that accounted for 10% or more of the total revenues
for the marine  vessel  during the past three  years were:  Intermarine  (31% in
2000), American Transport Lines of New York (20% in 2000), China Navigation (35%
in 2000),  Crowley American  Transport (60% in 1999),  Panamarian  Courice Corp.
(18% in 1999),  Industrial  Maritime  Couriers (15% in 1999), and Kaud I. Larsen
(85% in 1998).

As of December 31, 2000, the General  Partner  believes the  Partnership  had no
other  significant  concentrations  of credit  risk that  could  have a material
adverse effect on the Partnership.