LION PARTNERSHIP
                            ( A LIMITED PARTNERSHIP)

                              FINANCIAL STATEMENTS



<PAGE>




INDEPENDENT  AUDITORS'  REPORT





The  Partners
Lion  Partnership

We  have  audited  the  accompanying balance sheets of the Lion Partnership (the
"Partnership")  as  of  December 31, 2002 and 2001 and the related statements of
operations,  changes  in  partners'  capital,  and  cash flows of the years then
ended.  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 audits 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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such  financial  statements  present  fairly, in all material
respects,  the financial position of the Partnership as of December 31, 2002 and
2001  and  the  results  of its operations and its cash flows for the years then
ended  in conformity with accounting principles generally accepted in the United
States  of  America.




/s/  Deloitte  &  Touche  LLP
Certified  Public  Accountants

Tampa,  Florida
March  7,  2003

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                            (in thousands of dollars)




<TABLE>
<CAPTION>



                                                 2002       2001
------------------------------------------------------------------
ASSETS
<S>                                            <C>        <C>
Marine vessel held for lease, at cost . . . .  $ 19,968   $ 19,968
Less accumulated depreciation . . . . . . . .   (12,612)   (11,141)
                                               ---------  ---------
    Net equipment . . . . . . . . . . . . . .     7,356      8,827


Accounts receivable . . . . . . . . . . . . .       716        776
Prepaid expenses. . . . . . . . . . . . . . .        10         --
                                               ---------  ---------
      Total assets. . . . . . . . . . . . . .  $  8,082   $  9,603
                                               =========  =========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses . . . .  $    548   $    111
Due to affiliates . . . . . . . . . . . . . .        44         51
Lessee deposits and drydock reserves. . . . .        97        514
                                               ---------  ---------
  Total liabilities . . . . . . . . . . . . .       689        676
                                               ---------  ---------

Partners' capital (deficiency):
Limited partners. . . . . . . . . . . . . . .     7,521      9,040
General partner . . . . . . . . . . . . . . .      (128)      (113)
                                               ---------  ---------
  Total partners' capital . . . . . . . . . .     7,393      8,927
                                               ---------  ---------

      Total liabilities and partners' capital  $  8,082   $  9,603
                                               =========  =========
</TABLE>



















                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (in thousands of dollars)


<TABLE>
<CAPTION>


                                         2002     2001    2000
                                                       (unaudited)
------------------------------------------------------------------
REVENUES
<S>                                     <C>      <C>     <C>
Lease revenue. . . . . . . . . . . . .  $5,390   $9,514  $4,378
Interest and other income. . . . . . .      --      137      39
                                        -------  ------  -------
  Total revenues . . . . . . . . . . .   5,390    9,651   4,417
                                        -------  ------  -------

EXPENSES

Depreciation and amortization. . . . .   1,471    1,766   2,161
Marine operating expenses. . . . . . .   3,549    3,845   1,739
Repairs and maintenance. . . . . . . .     751      639     732
Management fees to affiliate . . . . .     238      476     219
Insurance expense. . . . . . . . . . .     171      102     112
Administrative expenses to affiliates.      74      201      41
Administrative and other . . . . . . .      95       60      33
                                        -------  ------  -------
  Total expenses . . . . . . . . . . .   6,349    7,089   5,037
                                        -------  ------  -------
      Net income (loss). . . . . . . .  $ (959)  $2,562  $ (620)
                                        =======  ======  =======
</TABLE>




























                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                            (in thousands of dollars)






<TABLE>
<CAPTION>


                                                         Limited     General
                                                         Partners    Partner    Total
---------------------------------------------------------------------------------------
<S>                                                     <C>         <C>        <C>
  Partners' capital (deficiency) at December 31, 1999
     (unaudited) . . . . . . . . . . . . . . . . . . .  $  12,446   $    (78)  $12,368

Net loss (unaudited) . . . . . . . . . . . . . . . . .       (614)        (6)     (620)

Cash distribution (unaudited). . . . . . . . . . . . .     (1,307)       (13)   (1,320)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 2000
     (unaudited) . . . . . . . . . . . . . . . . . . .     10,525        (97)   10,428

Net income . . . . . . . . . . . . . . . . . . . . . .      2,537         25     2,562

Cash distribution. . . . . . . . . . . . . . . . . . .     (4,022)       (41)   (4,063)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 2001.      9,040       (113)    8,927

Net loss . . . . . . . . . . . . . . . . . . . . . . .       (950)        (9)     (959)

Cash distribution. . . . . . . . . . . . . . . . . . .       (569)        (6)     (575)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 2002.  $   7,521   $   (128)  $ 7,393
                                                        ==========  =========  ========
</TABLE>





















                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (in thousands of dollars)

                                                          2002    2001    2000
                                                                    (unaudited)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

OPERATING ACTIVITIES
<S>                                                      <C>      <C>       <C>
Net income (loss) . . . . . . . . . . . . . . . . . . .  $ (959)  $ 2,562   $  (620)
Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
  Depreciation and amortization . . . . . . . . . . . .   1,471     1,766     2,161
  Changes in operating assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . .      60      (533)       92
    Prepaid expenses. . . . . . . . . . . . . . . . . .     (10)       --        --
    Accounts payable and accrued expenses . . . . . . .     437       (58)     (144)
    Due to affiliates . . . . . . . . . . . . . . . . .      (7)       26        (6)
    Lessee deposits and drydock reserves. . . . . . . .    (417)      300      (163)
                                                         -------  --------  --------
      Net cash provided by operating activities . . . .     575     4,063     1,320
                                                         -------  --------  --------

FINANCING ACTIVITIES

Cash distributions-General Partner. . . . . . . . . . .      (6)      (41)      (13)
Cash distributions-limited partners . . . . . . . . . .    (569)   (4,022)   (1,307)
                                                         -------  --------  --------
      Net cash used in by financing activities. . . . .    (575)   (4,063)   (1,320)
                                                         -------  --------  --------

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.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Summary  of  Significant  Accounting  Policies
       ----------------------------------------------

     Organization
     ------------

Lion Partnership, a California limited partnership (the Partnership), was formed
during  July  1997.  The  Partnership was formed for the purpose of purchasing a
tanker  marine  vessel  and  commenced significant operations in July 1997.  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  V  (EGF  V),  a  California limited partnership, and PLM Equipment
Growth  &  Income  Fund  VI  (EGF  VI),  a  California  limited  partnership,
(collectively, the Limited Partners).  The Limited Partnership is owned 47.5% by
EGF  V  and  52.5%  by EGF VI.  The General Partner is the Lion Corporation (LC)
which  is  owned  47.5%  by  EGF  V  and  52.5%  by  EGF  VI.

PLM  Financial  Services Inc. (FSI) is the General Partner of EGF V and EGF VII.
FSI  is  a  wholly-owned  subsidiary  of  PLM  International,  Inc.

The  marine  vessel was purchased in July 1997 for $19.1 million.  EGF V and EGF
VI paid acquisition fees totaling $0.9 million to FSI, which were capitalized as
part  of  the  cost  of  the  marine  vessel.

     Estimates
     ---------

These  accompanying financial statements have been prepared on the accrual basis
of accounting in accordance with accounting principles generally accepted in the
United  States  of  America.  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  for  the  year  ended  December  31,  2000  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
FSI.  IMI  receives  a  monthly management fee from the Partnership for managing
the  marine  vessel  (Note 3).  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  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,  2002  and  2001.

     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".  Lease origination costs
were  amortized  over  three  years.

<PAGE>
                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Summary  of  Significant  Accounting  Policies  (continued)
       ----------------------------------------------

     Depreciation
     ------------

Depreciation of the marine vessel 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  $0.9  million,  that  were  paid  to  FSI,  were
capitalized  as  part  of  the cost of the equipment.  Lease negotiation fees of
$0.2  million  were capitalized as well. 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
     --------------

The  marine  vessel  held  for  operating  leases  is  stated  at  cost.

In  accordance  with Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed Of" (SFAS No. 121), the General Partner reviewed the carrying value
of the Partnership's marine vessel at least quarterly and whenever circumstances
indicated  that the carrying value of the marine vessel would not be recoverable
due  to  expected  future market conditions.  If the projected undiscounted cash
flows and the fair market value of the marine vessel were less than the carrying
value  of  the  marine  vessel,  an  impairment  loss  would have been recorded.

In  October  2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", (SFAS No. 144)
which  replaced  SFAS No. 121.  In accordance with SFAS No. 144, the Partnership
evaluates  long-lived  assets  for  impairment  whenever events or circumstances
indicates  that  the  carrying  values  of  such  assets may not be recoverable.
Losses  for impairment are recognized when the undiscounted cash flows estimated
to  be  realized  from  a  long-lived  asset  are determined to be less than the
carrying  value of the asset and the carrying amount of long-lived assets exceed
its fair value.  The determination of fair value for a given investment requires
several  considerations,  including  but  not  limited to, income expected to be
earned  from  the  asset,  estimated sales proceeds, and holding costs excluding
interest.  The  Partnership  applied  the  new  rules  on  accounting  for  the
impairment  or  disposal  of  long-lived  assets  beginning  January  1,  2002.

There  were no reductions required to the carrying value of the marine vessel in
2002,  2001  or  2000.

     Repairs  and  Maintenance
     -------------------------

Repairs  and  maintenance  for  the  marine  vessel  are  the  obligation of the
Partnership.  Costs  associated  with marine vessel drydocking are estimated and
accrued  ratably over the period prior to such drydocking.  Drydock reserves are
included  in  lessee  deposits  and drydock reserves in the accompanying balance
sheets.

     Net  Income  (Loss)  and  Cash  Distribution  to  Limited  Partners
     -------------------------------------------------------------------

The  net  income  (loss) and cash distributions of the Partnership are allocated
99%  to  the  limited  partners  and  1% to the General Partner.  The net income
(loss)  and  cash  distributions  are allocated to the limited partners based on
their  percentage  of  ownership  in  the  Partnership.

Cash  distributions  are  recorded  when  declared.


<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS


     Comprehensive  Income  (Loss)
     -----------------------------

The  Partnership's net income (loss) is equal to comprehensive income (loss) for
the  years  ended  December  31,  2002,  2001,  and  2000.

2.     General  Partner
       ----------------

LC  contributed  $100  of the Partnership's initial capital.  LC is owned by two
shareholders;  EGF  V owns 47.5% and EGF VI owns 52.5%.  Dividends, if declared,
are  paid  to  the  shareholders  based  on  the  percentage  of  ownership each
shareholder  owns.

3.     Transactions  with  Affiliates
       ------------------------------

Under  the  equipment  management  agreement, the Partnership pays IMI 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  $0.2  million, $0.5
million,  and  $0.2  million  during  2002,  2001,  and  2000, respectively. The
Partnership's  management  fee  in 2002 was equal to 5% of gross operating lease
revenues.  The  Partnership reimbursed FSI and its affiliates $0.1 million, $0.2
million,  and  $41,000  during  2002,  2001,  and  2000,  respectively, for data
processing and administrative expenses directly attributable to the Partnership.

Partnership  management  fees  payable  to  IMI  were  $44,000 and $51,000 as of
December  31,  2002  and  2001,  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.

EGF  VI's  52.5%  interest  in  the  marine vessel in the Partnership is used as
collateral  against  the  senior  loan  of  EGF  VI.

The  marine  vessel's leases are being accounted for as operating leases.  There
are  no future minimum rentals under non-cancelable leases at December 31, 2002.
Per  diem  and  short-term rentals consisting of utilization rate lease payments
included  in  lease  revenues  amounted to $5.4 million in 2002, $9.5 million in
2001,  and  $1.7  million  in  2000.

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.


<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

6.     Income  Taxes  (continued)
       -------------

As  of December 31, 2002, the financial statement carrying amounts of assets and
liabilities  were  approximately  $6.1 million lower than the federal income tax
basis  of  such  assets and liabilities, primarily due to differences in reserve
for  repairs,  depreciation  methods,  and  lessee  prepaid  deposits.

7.     Concentrations  of  Credit  Risk
       --------------------------------

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

The  Partnership's  lessees that accounted for 10% or more of the total revenues
for  the marine vessel during the past three years were: PDVSA (14% in 2002), BP
(11%  in 2002), Citgo (10% in 2002), Standard Tankers (10% in 2002), ERG (10% in
2002), Vitol (13% in 2001), Trafigura (14% in 2001), Team Tankers (76% in 2000),
and  Shell  (16%  in  2000).

As  of  December  31,  2002, the General Partner believes the Partnership had no
other  significant  concentrations  of  credit  risk  that could have a material
adverse  effect  on  the  Partnership.