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                                                                     EXHIBIT 4.2


                              CPA:14 HOLDINGS INC.

               2006 DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

1.    Participation; Agent. CPA:14 Holdings Inc. 2006 Dividend Reinvestment and
      Share Purchase Plan ("Plan") is available to stockholders of record of the
      common stock of CPA:14 Holdings Inc. ("Holdings"). Phoenix American
      Financial Services, Inc., acting as agent for each participant in the
      Plan, will apply cash dividends which become payable to such participant
      on shares of Holdings' Common Stock (including shares held in the
      participant's name and shares accumulated under the Plan), to the purchase
      of additional whole and fractional shares of Holdings' Common Stock for
      such participant.

2.    Eligibility. Participation in the Plan is limited to registered owners of
      Holdings' Common Stock. Shares held by a broker or nominee must be
      transferred to ownership in the name of the stockholder in order to be
      eligible for this plan. Further, a stockholder who wishes to participate
      in the Plan may purchase shares through the Plan only after receipt of a
      prospectus relating solely to the Plan. A participating stockholder is not
      required to include all of the shares owned by such stockholder in the
      plan, but all of the dividends paid on enrolled shares will be reinvested.

3.    Stock Purchases. In making purchases for the accounts of participants,
      Phoenix American may commingle the funds of one participant with those of
      other participants in the Plan. All shares purchased under the Plan will
      be held in the name of each Participant. Purchases will be made directly
      from Holdings at the current net asset value ("NAV") per share. NAV is
      determined by adding the most recent appraised value of the real estate
      owned by Holdings to the value of its other assets, subtracting the total
      amount of all liabilities and dividing the difference by the total number
      of outstanding shares. Phoenix American shall have no responsibility with
      respect to the market value of the Holdings' Common Stock acquired for
      participants under the Plan.

4.    Timing of Purchases. Phoenix American will make every reasonable effort to
      invest all dividends and additional cash contributions on the 15th day of
      the dividend paying month (or the first business day following the 15th if
      that day is not a business day), except where necessary to comply with
      applicable securities laws. If, for any reason beyond the control of
      Phoenix American, investment cannot be completed within 30 days after the
      applicable dividend payment date, participants' funds held by Phoenix
      American will be distributed to the participant.

5.    Account Statements. Following the completion of the purchase of shares
      after each dividend, Phoenix American will mail to each participant an
      account statement showing the cash dividends, the number of shares
      purchased, the price per share and the participant's total shares
      accumulated under the Plan.

6.    Expenses and Commissions. There will be no direct expenses to participants
      for the administration of the Plan. Brokerage commissions, as described
      below, and administrative fees associated with the Plan will be paid by
      Holdings. Any interest earned on dividends while held by Phoenix American
      will be paid to the Company to defray costs relating to the Plan.
      Additionally, in connection with all purchases, the Company will pay to
      Carey Financial, LLC selling commissions of not more than 5% of the
      purchase price of shares purchased through reinvestment. Carey Financial,
      LLC may, in its sole discretion, reallow up to the full 5% per share of
      the selling commission to select dealers.

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7.    Taxation of Dividends. The reinvestment of dividends does not relieve the
      participant of any taxes which may be payable on such dividends. In
      addition, any brokerage commissions and fees paid by Holdings on behalf of
      the participant constitute additional dividend income. Total dividend
      income received from Holdings along with brokerage commissions and fees
      paid on the participant's behalf will be reported on an annual information
      return filed with the Internal Revenue Service. A copy will be sent to the
      participant, or the information will be shown on the participant's final
      account statement for the year.

8.    Stock Certificates. No share certificates will be issued to a participant.

9.    Voting of Shares. In connection with any matter requiring the vote of
      Holdings' stockholders, each participant will be entitled to vote all of
      the whole shares held by the participant in the Plan. Fractional shares
      will not be voted.

10.   Absence of Liability. Neither Holdings nor Phoenix American, or any of
      their officers, directors, agents or employees, shall have any
      responsibility or liability as to the value of Holdings' shares, any
      change in the value of the shares acquired for any participant's account,
      or the rate of return earned on, or the value of, the interest-bearing
      accounts, if any, in which dividends are invested. Neither Holdings nor
      Phoenix American shall be liable for any act done in good faith, or for
      any good faith omission to act, including, without limitation, any claims
      of liability (a) arising out of the failure to terminate a participant's
      participation in the Plan upon such participant's death prior to the date
      of receipt of notice of the death of such participant and (b) with respect
      to the time and prices at which shares are purchased for a participant.
      NOTWITHSTANDING THE FOREGOING, LIABILITY UNDER THE FEDERAL SECURITIES LAWS
      CANNOT BE WAIVED. Similarly, Holdings and Phoenix American have been
      advised that in the opinion of certain state securities commissioners,
      indemnification is also considered contrary to public policy and therefore
      unenforceable.

11.   Termination of Participation. A participant may terminate participation in
      the Plan at any time by written instructions to that effect to Phoenix
      American. To be effective on a dividend payment date, the notice of
      termination must be received by Phoenix American at least 15 days before
      that dividend payment date. Phoenix American may also terminate any
      participant's account at any time in its discretion by notice in writing
      mailed to the participant.

12.   Amendment and Termination of Plan. This Plan may be amended, supplemented
      or terminated by Holdings at any time by the delivery of written notice to
      each participant at least 30 days prior to the effective date of the
      amendment, supplement or termination. Any amendment or supplement shall be
      effective as to the participant unless, prior to its effective date,
      Phoenix American receives written notice of termination of the
      participant's account. Amendment may include an appointment by Holdings or
      Phoenix American with the approval of Holdings of a successor agent, in
      which event such successor shall have all of the rights and obligations of
      Phoenix American under this Plan.

13.   Governing Law. This Plan and the Authorization Card signed by the
      participant (which is deemed a part of this Plan) and the participant's
      account shall be governed by and construed in accordance with the laws of
      the State of Maryland. This Agreement cannot be changed orally.