Plan of Dissolution and Liquidation

This Plan of Dissolution and Liquidation (this “Plan”), is entered into as of September 29, 2006, by and among Professional Lease Management Income Fund I, L.L.C., a Delaware limited liability company (the “Company”), and PLM Financial Services, Inc., a Delaware corporation (the “Manager”).

WHEREAS, the Company and the Manager among others, are parties to that certain Fifth Amended and Restated Operating Agreement, dated as of January 24, 1995 (the “Operating Agreement”); and

WHEREAS, the Operating Agreement provides that the Company be dissolved upon the determination by the Manager that it is necessary to commence the liquidation of the assets of the Company in order for the liquidation of all of the assets to be completed in an orderly and businesslike fashion prior to January 1, 2006, provided that the Manager may extend the liquidation process in its discretion so long as the liquidation and dissolution of the Company is completed by December 31, 2010; and

WHEREAS, the Manager has made the determination that it is in the best interest of the Company to complete the dissolution and liquidation of the Company pursuant to the adoption of this Plan; and

WHEREAS, in furtherance hereof, the Manager shall (i) set aside for an allocation of reasonable estimates of cash amounts to be used for contingent or existing liabilities (the “Cash Reserve”), (ii) place all undistributed cash (including the Cash Reserve) and any assets that could not be sold prior to dissolution in a liquidating trust (the “Liquidating Trust”) for the benefit of the holders of the Class A and Class B membership interests in the Company (the “Interest Holders”) with the Manager as its trustee (the “Trustee”); and (iii) cause the Liquidating Trust, pursuant to the terms of a Liquidating Trust Agreement by and between the Company and the Manager, as Trustee, of even date herewith substantially in the form attached as Exhibit A here