Exhibit 2.10
                                                                    ------------

B543092.1
                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA

                           Case No. 98-8030-CIV-HURLEY




LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL, PATRICK M. RHODES,
BERNICE  M.  HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON,  CITY  PARTNERSHIPS,  HELMAN  PARSONS  AND  CLEVA PARSONS, on behalf of
themselves  and  all others similarly situated and derivatively on behalf of the
Nominal  Defendants,

     Plaintiffs,

v.

EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

     Nominal  Defendants.


<PAGE>

                      MEMORANDUM IN SUPPORT OF JOINT MOTION
                            FOR PRELIMINARY APPROVAL
                      OF REVISED STIPULATION OF SETTLEMENT

                                I.  INTRODUCTION
                                    ------------
     Plaintiffs  ("Plaintiffs"  or  "Class  Counsel") and Defendants submit this
Joint  Memorandum  in  support of their Joint Motion for preliminary approval of
the  Revised  Stipulation  of  Settlement  dated  January  29,  2002.
                                 II.  BACKGROUND
                                      ----------
     A.     THE  ACTION
     On  January  15,  1998,  the  Plaintiffs commenced this action by  filing a
Derivative  and  Class  Action  Complaint (the "Complaint").  The Plaintiffs are
owners  of  Units and/or Interests in one or more of the twenty-eight investment
programs managed and controlled by affiliates of defendant Equis Financial Group
Limited  Partnership,  as  successor-in-interest  to  American  Finance  Group
("Equis").  The  Plaintiffs asserted claims derivatively on behalf of all of the
investment  programs  named  as  Nominal Defendants in the Action -- twenty-four
(24)  limited  partnerships  and  four  (4) investment trusts -- and directly on
behalf  of  a  proposed  class  of  persons  who owned Units or Interests of the
Nominal  Defendants.

On August 20, 1998, the Court preliminarily approved a Stipulation of Settlement
and  conditionally certified a Settlement Class consisting of three sub-classes.
The  three  sub-classes  include:  (a)  the  "RSL Sub-Class"; (b) the "Operating
Partnership  Sub-Class";  and (c) the "Trust Sub-Class."  In addition, the Court
conditionally  certified  the  Operating  Partnership  Sub-Class as a settlement
class under Fed. R. Civ. P. 23(b)(2).  The parties signed an Amended Stipulation
of  Settlement  on  March  15,  1999.  The Stipulation was amended to permit the
settlement  to  go forward of all claims in the Action other than those asserted
on  behalf  of  the  eleven  (11)  operating  partnerships  (the  "Operating
Partnerships")  while  the  United  States  Securities  and  Exchange Commission
("SEC") completed its review of the consent solicitation statement to be used to
obtain  approval  of the Exchange Transaction.   After a final fairness hearing,
the  Court  entered  a  final  order and judgment on May 26, 1999, approving the
settlement  with  respect to the RSL and Trust Sub-Classes, and those settlement
proceeds  have  been  distributed  to  the  Class  Members.

The  remaining  allegations  of  the  Complaint  relate  solely to the Operating
Partnerships.  Plaintiffs, on behalf of the Operating Partnerships and owners of
Units  in  such  Partnerships,  asserted  claims  arising  out  of acts, errors,
omissions,  practices,  and  course  of  conduct  allegedly  engaged  in  by the
Defendants  in  connection  with  the  operation  and  management of the Nominal
Defendants, including, but not limited to, common law fraud, breach of contract,
breach  of  fiduciary  duties, and violations of the Partnership Agreements that
govern  each of the Nominal Defendants (the "Governing Agreements"), and sought,
among  other  things,  compensatory  and  punitive  damages and various forms of
injunctive  relief,  including  the  liquidation  of the Operating Partnerships.
Plaintiffs  alleged  that  the Defendants engaged in a common plan and scheme in
which they, among other things, breached their fiduciary duties of loyalty, good
faith and due diligence by (a) misappropriating assets of the Nominal Defendants
by  causing  them  to,  inter  alia,  sell  or  exchange  assets  for inadequate
consideration,  enter  into  unnecessary and wasteful transactions, and pay fees
and reimbursements of expenses to the Defendants and their affiliates in amounts
that  greatly  exceeded  the  value  of the services provided and/or the amounts
permitted  to  be paid under the respective Governing Agreements, (b) failing to
explore  and/or  pursue  transactions  designed to provide liquidity for, and/or
maximize  the value of, the Units and Interests, such as the sale of the various
assets  and/or  the  liquidation  of the Partnerships, and (c) usurping business
opportunities  that  belonged  to  the  Operating  Partnerships  and the profits
derived  there from.

     B.     PROCEDURAL  HISTORY
     On  July  16, 1998, following months of rigorous arm's-length negotiations,
the  Parties  entered  into a Stipulation of Settlement (the "Settlement").  The
Settlement  terms  included,  among other things, a proposed transaction whereby
the eleven Operating Partnerships' Units would be exchanged for the common stock
of  a new publicly-traded corporation (the "Exchange Transaction") that would be
formed  to acquire the Operating Partnerships' assets and to engage in financial
services  ("Newco").  On  August  20, 1998, the Court preliminarily approved the
Stipulation  of  Settlement,  conditionally  certified the Settlement Class, and
three  sub-classes  described above, and provided for Notice of, and Hearing on,
the  proposed Settlement.  Shortly thereafter, the Defendants prepared a consent
solicitation  statement  to obtain approval of the proposed Exchange Transaction
and  filed  the  statement  for  review  by  the  SEC.

After  encountering  numerous  delays  in  the  SEC  review process, the parties
entered  into  an  Amended  Stipulation  of Settlement dated March 15, 1999 (the
"Amended  Stipulation").  On  March 22, 1999, after a hearing, the Court entered
an  order modifying the preliminary approval order and bifurcated the settlement
process  into two phases.  In the first phase, the Court approved the settlement
with  respect  to the claims brought by the so-called RSL and Trust Sub-Classes.
In  the  second  phase,  the  parties  seek  the  Court's  final approval of the
settlement  with  respect  to  the  claims  brought by the Operating Partnership
Sub-Class.  Because  of  delays  caused by the SEC's review process, the parties
also  requested  the  Court's  permission to allow the Operating Partnerships to
reinvest  a  certain  portion of the money (40% of the total aggregate net asset
value  of the Partnerships) they received from the leases and sales of equipment
("New  Investments").  As the parties informed the Court, they believed that the
inability  to  reinvest  cash during the SEC's review process would likely cause
the  Operating  Partnerships  to  lose  business  opportunities  that  could  be
available  to  the  new public company.  Accordingly, the Court's March 22, 1999
Order  also permitted the Operating Partnerships to make certain New Investments
on  two  conditions.  First, in the event that an Operating Partnership acquired
New  Investments  and  was  not a party to the exchange, Newco would acquire all
such New Investments from such Non-Participating Partnership for an amount equal
to  the  Non-Participating  Partnership's  net  equity  investment  in  such New
Investments  plus  an  annualized  return thereon of 7.5%.  Second, in the event
that  a  Partnership  acquired  New  Investments  and  the  exchange  was  not
consummated, the General Partners were required to (i) use their best efforts to
divest  all  such  New  Investments  in  an orderly and timely fashion, and (ii)
cancel  or  return  to  each Partnership any accumulated or deferred fees on New
Investments.

Thereafter,  a  Second  Amended  Stipulation  of Settlement (the "Second Amended
Stipulation")  was signed by the parties on February 24, 2000.  These amendments
were  necessary because the financial values upon which the allocations of Newco
shares  were  based  had  become outdated during the lengthy SEC review process.
Specifically,  the  updated  valuations  and  allocations  resulted, among other
things,  in  Equis  receiving a substantially reduced allocation of Newco shares
(from  22.335%  to  14.72%).

C.     REVISED  SETTLEMENT  STIPULATION
Thereafter,  the SEC review extended over many months with the parties unable to
resolve  certain issues to the staff's satisfaction.   The Defendants determined
that  the  additional  expense  and  time  necessary to resolve those issues and
complete  the  Exchange  Transaction  would  be  excessive.  Accordingly,  the
Defendants and Class Counsel have negotiated a Revised Stipulation of Settlement
("Revised  Stipulation")  which,  among other things, requires the Defendants to
pursue  the  sale  of  all remaining assets and the liquidation of the Operating
Partnerships  and  eliminates  the proposed Exchange Transaction and the need to
disseminate  a  consent  solicitation  statement.

     Plaintiffs  and  Class Counsel have conducted a comprehensive investigation
of the facts and of the applicable law.  Based on such investigation, Plaintiffs
and  Class  Counsel have concluded that the proposed Settlement of the action on
the  terms  and  conditions  of the Revised Stipulation is fair, reasonable, and
adequate  and  is  in the best interests of the Operating Partnership Sub-Class,
having  taken  into account the risks and difficulties involved in attempting to
establish a right of recovery on behalf of the Class against the Defendants, the
expense  and  length  of time necessary to continue the litigation through trial
and  the  appeals  that would inevitably follow, and the uncertainty inherent in
any complex litigation.  The proposed Settlement of the action is the product of
extensive,  good  faith, and arm's-length negotiations between Class Counsel and
counsel  for  the  Defendants.  As  described  below,  the  proposed  Settlement
consists  principally  of  three  parts:  (i)  a  minimum  $15  million  cash
distribution  to  the  Operating  Partnership Sub-Class members; (ii) an orderly
liquidation  and  sale  of the remaining assets and dissolution of the Operating
Partnerships;  and  (iii)  the  Defendants'  purchase of the Echelon Notes for a
price  equal to their aggregate outstanding $32 million principal amount plus an
annualized  return  of  7.5%  simple  interest.

Accordingly,  for  the  reasons  set forth more fully below, the parties request
that  the  Court  rule that the proposed Settlement is preliminarily approved as
being  within  the  range  of reasonableness, such that notice thereof should be
given  to  all  members  of  the  Operating  Partnership  Sub-Class.

                          III.  THE PROPOSED SETTLEMENT
                                -----------------------
A.     CONSIDERATION  TO  THE  OPERATING  PARTNERSHIP  SUB-CLASS.
       ---------------------------------------------------------

     If  the  Settlement  is  approved  by  the Court, the Operating Partnership
Sub-Class  Members will receive the following monetary and therapeutic benefits:

     1.     LIQUIDATION OF ASSETS AND DISSOLUTION OF THE OPERATING PARTNERSHIPS.
            -------------------------------------------------------------------

The  Defendants  have  agreed to dissolve each of the Operating Partnerships and
liquidate  their  remaining  assets  on or before thirty (30) days following the
first  date  on  which the Final Judgment and Order entered by the Court becomes
final, binding and non-appealable (the "Effective Date").  Upon dissolution, the
General  Partners  shall  (a)  cause  the  cancellation  of  each  Operating
Partnership's  Certificate  of Limited Partnership; (b) apply and distribute all
cash  and  proceeds  in  accordance  with  the  provisions  set  forth  in their
respective  Limited Partnership Agreements, after reserving cash amounts for any
contingent or existing sales, use and property tax or other types of liabilities
that  are  reasonably  estimated  for  each  such Operating Partnership; and (c)
liquidate  each  of the Operating Partnership's assets.  All cash other than the
cash  reserves  referred  to in (ii) above and any assets that could not be sold
for  cash  prior  to  dissolution shall be placed in a Liquidating Trust for the
benefit  of  the  Operating  Partnership  Sub-Class  to  be established upon the
dissolution  of  the  Operating  Partnerships  with  an  independent,
nationally-recognized  financial  institution  as  its  trustee.  All of the net
proceeds  from  the  sale  of  assets  of  the  Liquidating Trust and cash, less
reserves  for  any  contingent  liabilities,  shall  be  distributed  to  the
beneficiaries  of  the  Liquidating  Trust  no  later  than  December  31, 2003.

     2.     CASH  DISTRIBUTION TO OPERATING PARTNERSHIP SUB-CLASS.  On or before
            -----------------------------------------------------
thirty  (30)  days  following  the Effective Date, the Defendants have agreed to
collectively  pay  on a pro rata basis a minimum aggregate amount of $15 million
(less  any  cash  distributions made prior to that date), as is set forth in the
Schedule  below:


                SCHEDULE OF MINIMUM $15 MILLION CASH DISTRIBUTION

<TABLE>
<CAPTION>

<S>                                                            <C>
                                                                  Minimum
Operating Partnership                                          Distribution
                                                               $  15,000,000
-------------------------------------------------------------  -------------

American Income Partners V-A Limited Partnership               $     158,000
American Income Partners V-B Limited Partnership                   2,216,000
American Income Partners V-C Limited Partnership                     821,000
American Income Partners V-D Limited Partnership                     692,000
American Income Fund 1-A, a Massachusetts Limited Partnership        304,000
American Income Fund 1-B, a Massachusetts Limited Partnership        282,000
American Income Fund 1-C, a Massachusetts Limited Partnership      1,601,000
American Income Fund 1-D, a Massachusetts Limited Partnership      1,661,000
American Income Fund 1-E, a Massachusetts Limited Partnership      1,819,000
AIRFUND International Limited Partnership                          1,996,000
AIRFUND II International Limited Partnership                       3,450,000

     Total                                                     $  15,000,000
</TABLE>


     3.     SALE  OF  EQUIPMENT  ASSETS.  The  Defendants  have agreed to market
            ---------------------------
immediately  the  Equipment  of the Operating Partnerships, and will endeavor to
sell all such Equipment on or before the Effective Date.  Any Equipment not sold
by the Effective Date shall be placed in the Liquidating Trust, and the proceeds
from  the  sale of such Equipment by the Liquidating Trustee will be distributed
to  the  former  General  Partners  and  Limited  Partners  of  the  Operating
Partnerships.

     4.     SALE  OF THE SEMELE NOTES AND GUARANTEED PAYMENT OF 30% OF AGGREGATE
            --------------------------------------------------------------------
PRINCIPAL  PLUS ACCRUED INTEREST.  The Defendants have agreed to actively pursue
--------------------------------
the  sale  or  repayment  of  the Semele Notes in the ordinary course before the
Effective Date; provided, however, any such repayment or sale prior to that date
shall  be  at  face  value  plus  accrued  interest.  The Semele Notes' original
maturity  of  April 30, 2000 was extended to April 30, 2003. The Defendants also
agree  that  if  five  (5)  days  before  the Effective Date at least 30% of the
aggregate  principal amount of the Semele Notes and the related accrued interest
has  not been paid on the Semele Notes, the Defendants shall cause Semele Group,
Inc.  or  a related party to purchase such additional aggregate principal amount
of  the  Semele  Notes  at  face  value plus accrued interest as is necessary to
reduce  the  aggregate  initial principal amount of the Semele Notes by 30%. The
balance  of  the  Semele  Notes not purchased shall be placed in the Liquidating
Trust  and  the  Liquidating  Trustee will sell such Notes in an orderly fashion
with  the  objective of maximizing the sale price. The proceeds from the sale of
the  Semele  Notes  will be distributed by the Liquidating Trustee to the former
partners  of  the  five  Operating  Partnerships  on  a  pro  rata  basis.

     5.     SALE  OF  THE  SEMELE GROUP, INC. STOCK AND GUARANTEED RECEIPT OF AT
            --------------------------------------------------------------------
LEAST  $5.00  PER  SHARE.  The Semele Group, Inc. stock ("Semele Stock") will be
placed  in  the  Liquidating  Trust and be sold by the Liquidating Trustee on or
after June 30, 2003 in an orderly fashion over the next sixty (60) days with the
objective of maximizing the sale price of such shares. If the average sale price
for  the Semele Stock is less than $5.00 per share at June 30, 2003, Equis shall
pay  to  the  Liquidating  Trust  the difference between $5.00 per share and the
average sale price realized from the sale of the Semele Stock. The proceeds will
thereafter be distributed on a pro rata basis to the former partners of the five
Operating  Partnerships.

6.     SALE  OF  THE  ECHELON  NOTES.  The Court's March 22, 1999 Order provides
       -----------------------------
that the Operating Partnerships may collectively invest up to $32 million of the
total  aggregate  net  asset  values  of  all the Operating Partnerships, in any
investment,  including,  but  not  limited  to  additional  equipment  and other
business  activities,  that the General Partners and Equis reasonably believe to
be  consistent  with the operating objectives and business interests of Newco in
connection  with  the  Exchange  Transaction  discussed  above  (the  "New
Investments"),  subject to certain limitations.  Among other things, the Court's
Order  provides that (a) in the event that an Operating Partnership has acquired
New  Investments  and  is  not  a party to the Exchange Transaction, Newco shall
acquire  all such New Investments from such Non-Participating Partnership for an
amount  equal  to  the  Non-Participating Partnership's net equity investment in
such  New  Investments plus an annualized return thereon of 7.5%; and (b) in the
event  that  a  Partnership  has  acquired  New  Investments  and  the  Exchange
Transaction  is  not  consummated, the General Partners shall (i) use their best
efforts to divest all such New Investments in an orderly and timely fashion, and
(ii)  cancel  or  return to each Partnership any accumulated or deferred fees on
New  Investments.

     Pursuant  to  the Court's Order authorizing New Investments in anticipation
of the Exchange Transaction, on March 8, 2000, the Operating Partnerships made a
loan  aggregating  $32  million (the "Loan") to Echelon Residential Holdings LLC
(the  "Borrower"),  a  newly  formed  entity.  The  proceeds  of  the  Loan were
contributed  by the Borrower to its wholly-owned subsidiary, Echelon Residential
LLC ("Residential"), which purchased ten real estate development properties from
Echelon  International  Corporation,  an independent seller. The proceeds of the
Loan  were  contributed  by the Borrower to Residential and used with funds from
other  investors  to acquire the properties and to provide working capital.  The
properties  consisted  of  eight  parcels  of  land either under construction or
development as multi-family housing and interests in two joint ventures, each of
which  holds  a  parcel  of  land  under  construction  as multi-family housing.

The  Loan is evidenced by Promissory Notes from the Borrower in favor of each of
the  Operating  Partnerships  payable  in  the  principal  amounts  listed  by
Partnership  in  the  table  below.  The  Promissory  Notes are due to mature on
September  8,  2002 (the "Maturity Date").  Interest on the Loan is at a rate of
14% per annum for the first 24 months and increases to 18% for the remaining six
months  of  the  30-month  term.  Interest  on  the  unpaid  balance accrues and
compounds  on  a  monthly  basis  but  is  not due and payable until maturity on
September 8, 2002.  The Promissory Notes may be prepaid, in whole or in part, at
any time, without premium or penalty.  In the event of default, the Partnerships
may  declare  the  Promissory  Notes  to  be  immediately  due  and  payable.

The  principal  amount  of  the  Promissory  Notes  for  each  of  the Operating
Partnerships  is  set  forth  below:

<TABLE>
<CAPTION>

<S>                                                            <C>
                                                               Principal Amount of
Operating Partnership                                          Promissory Notes
-------------------------------------------------------------  --------------------

American Income Partners V-A Limited Partnership               $          2,160,000
American Income Partners V-B Limited Partnership                          5,700,000
American Income Partners V-C Limited Partnership                          2,390,000
American Income Partners V-D Limited Partnership                          2,730,000
American Income Fund 1-A, a Massachusetts Limited Partnership             1,650,000
American Income Fund 1-B, a Massachusetts Limited Partnership             1,310,000
American Income Fund 1-C, a Massachusetts Limited Partnership             2,780,000
American Income Fund 1-D, a Massachusetts Limited Partnership             3,050,000
American Income Fund 1-E, a Massachusetts Limited Partnership             4,790,000
AIRFUND International Limited Partnership                                 1,800,000
AIRFUND II International Limited Partnership                              3,640,000
                                                               --------------------

                            Total                              $         32,000,000
                                                               ====================
</TABLE>


     The  payment  of  the  Promissory  Notes  by  the Borrower to the Operating
Partnerships is secured by a Pledge Agreement pursuant to which the Borrower, as
pledgor,  granted  a  security  interest to American Income Partners V-A Limited
Partnership,  as collateral agent for itself and each of the other Partnerships,
in  all  of the Borrower's right, title and interest in its membership interests
in  Residential,  its wholly-owned subsidiary, together with (i) all payment and
distributions  owing  or payable to the Borrower on account of its interest as a
member  of  Residential,  (ii)  all of Borrower's rights and interests under the
operating  agreement  of Residential including all voting and management rights,
(iii)  all  other  rights, interests, property or claims of Residential to which
Borrower  may  be  entitled  as  a  member  of Residential, and (iv) any and all
proceeds and products of the foregoing.  No fees were paid to Equis, the General
Partners,  or  any  other  affiliated  entities for negotiating or effecting the
purchase  of  the  properties  or  the  Loan.

Since  the  Loan  was  funded,  the  economic  outlook  for  the  properties has
deteriorated  and,  as  a result, the Borrower's management was unable to secure
low-cost  sources  of  development capital, including, but not limited to, joint
venture  or equity partners.  Five of the development properties have been sold.
In  their  10-Q  Reports for the quarterly period ended September 30, 2001 filed
with  the  SEC, the Operating Partnerships reported a write-down of the Loan and
interest  receivable  in  the  aggregate  of  $7,993,603  as  of  June 30, 2001.
Consequently,  as  of  June  30,  2001,  the Loan is carried on the books of the
Operating  Partnerships  at  an  aggregate of $29.2 million.  The write-down was
precipitated  principally  by a slowing U.S. economy and its effects on the real
estate  development  industry.

Pursuant  to  the  Settlement,  Equis  and  the  General Partners have agreed to
purchase  shall  purchase  the  Echelon Notes not later than the last day of the
first  fiscal  quarter  after  the Effective Date(the "Note Payment Date") for a
price  equal to their aggregate outstanding $32 million principal amount plus an
annualized  return  of  7.5% simple interest (calculated on the basis of the $32
million  original  aggregate  principal  amount  of  the  Echelon Notes less any
payments  during  the  term of such notes) from the origination date of March 8,
2000  until the date on which the Echelon Notes are purchased (the "Echelon Note
Purchase  Price").

The Defendants have agreed to cause Residential not to make any distributions in
respect  of  its  common  equity  interests  while any outstanding principal and
accrued  interest  of the Echelon Notes is payable to the Operating Partnerships
or  the  Liquidating  Trust, as the case may be.  For the purpose of calculating
the  Echelon  Note  Purchase  Price, any payments made in respect to the Echelon
Notes prior to the purchase of the notes by Equis and the General Partners shall
be  applied as a reduction in principal amount pro rata of the Echelon Notes and
the  7.5%  rate  of  return  will  cease  to accrue on such payments after their
receipt.  The  Echelon  Note  Purchase  Price will be (a) not less than the fair
value  of  the  properties  based  upon an appraisal conducted prior to the Note
Payment Date by an independent, nationally recognized, accredited appraiser, and
(b)  more  than  $32  million  plus interest calculated at a 7.5% annual rate of
return on the outstanding principal amount during the term of the Echelon Notes.
Upon receipt of the Echelon Note Purchase Price, the Operating Partnerships will
assign  and  deliver  their  respective  Echelon  Notes to Equis and the General
Partners  along  with a full release of the Payor's obligations to the Operating
Partnerships  under  the  Echelon  Notes.

In  the  event the Echelon Note Purchase Price has not been paid for the Echelon
Notes  by  Equis  and  the General Partners by the Maturity Date of September 8,
2002,  the Operating Partnerships shall forebear from foreclosing on the Echelon
Notes,  until  the earlier of the purchase of the Echelon Notes by Equis and the
General  Partners  on  the  Note  Payment  Date or the rejection, termination or
cancellation  of  the  Revised  Stipulation.

     7.     ADDITIONAL  SECURITY  FOR  PAYMENT  OF  ECHELON  NOTES.
            ------------------------------------------------------
(A)     ESTABLISHMENT  OF  MINIMUM  OF $8 MILLION CASH ACCOUNT AS COLLATERAL FOR
        ------------------------------------------------------------------------
THE  ECHELON  NOTE  PURCHASE  PRICE.
  ---------------------------------

     In  order to assure timely payment of the Echelon Note Purchase Price on or
before  the  Note  Payment  Date, (i) the Defendants, prior to the date that the
Class  Notice  is  mailed  to  the Class, will deposit an aggregate amount of $8
million  in a cash collateral account with an independent, nationally-recognized
financial  institution  as  Account Agent (who may also serve as the Liquidating
Trustee of the Liquidating Trust); and (ii) Equis, upon receipt from the General
Partners  of  cash distributions from the Operating Partnerships, shall promptly
deposit  50%  of  such  distributions  in  the  cash collateral account with the
Account  Agent.  (In  accordance with the governing provisions of the respective
Limited  Partnership  Agreements,  the  General Partners generally receive 5% of
distributions,  except  in  the  case  of  AIRFUND  II where the General Partner
receives 1% of distributions, which are then dividended to Equis.  The aggregate
distributions  to  the  General  Partners  from the liquidation of the Operating
Partnerships  are  expected  to  exceed  $3  million.)

(B)     EQUIS  AND GENERAL PARTNERS' OBLIGATIONS TO MAINTAIN $12 MILLION MINIMUM
        ------------------------------------------------------------------------
NET  WORTH.
----------

     Equis  has  agreed  to  maintain  a  net worth of not less than $12 million
(exclusive  of  the  $8  million  cash  deposited  by the Defendants in the cash
collateral  account  pursuant  to  subparagraph  (7)(a)  above) from the date of
mailing  of  the Class Notice (the "Notice Date") until the Note Payment Date as
evidenced  by  the  delivery to Lead Plaintiffs' Counsel of a certificate of the
chief  financial  officer  of  Equis  dated  as  of the close of the last fiscal
quarter  prior to the date of said Class Notice.  From the Notice Date until the
Note  Payment Date, Equis shall not make any distributions or pay any dividends,
in  cash  or  in  kind,  to  its partners (other than an aggregate not to exceed
$59,000  per  month  to  officers  in  lieu  of  salaries).

If,  at  the  close  of business on the Note Payment Date, Equis and the General
Partners  have  not  purchased  the  Echelon Notes and the total payments on the
Echelon  Notes from Equis, the General Partners and Echelon Residential Holdings
LLC  combined  with  the  funds deposited in the cash collateral account to that
date  are less than the then outstanding aggregate principal amount and interest
accrued  at  7.5%,  due on the Echelon Notes, the Liquidating Trustee shall take
such  action  as it in its discretion deems appropriate to protect the interests
of  the  beneficiaries  of the Liquidating Trust, including, but not limited to,
foreclosing  on  the Echelon Notes and bringing suit against Echelon Residential
Holdings LLC to recover all unpaid and overdue principal and accrued interest on
the  Echelon Notes.  In the event that the Liquidating Trustee's foreclosure and
suit against Echelon Residential Holdings LLC yields a recovery of less than the
Echelon  Note  Purchase Price, Equis and the General Partners shall be liable to
the  Liquidating  Trustee only for the difference between (a) the actual damages
recovered  by  the  Liquidating Trustee from Echelon Residential Holdings LLC in
its foreclosure and suit on the Echelon Notes, and (b) the Echelon Note Purchase
Price.  All reasonable expenses and fees incurred by the Operating Partnerships,
the  Liquidating  Trust  and  its  Liquidating  Trustee,  or their successors or
assigns,  incurred in taking such actions, including reasonable counsel fees and
expenses,  shall  be  borne  by  Echelon Residential Holdings LLC, Equis and the
General  Partners.

B.     OTHER  SETTLEMENT  TERMS  AND  CONDITIONS.
       ------------------------------------------
1.     RELIANCE  ON  SECTION  47(B)(1)  OF  THE  1940 ACT.  In entering into the
       --------------------------------------------------
Revised  Stipulation, the Defendants have relied on Section 47(b)(1) of the 1940
Act,  and  in  seeking  the  Court's  approval of the Settlement, the Defendants
request  that  it  find under the circumstances that enforcement of any contract
that may have been made in, or whose performance may involve a, violation of the
1940  Act,  would  produce  a more equitable result than the non-enforcement and
would  not  be  inconsistent  with  the  purposes  of  the  1940  Act.
2.     NON  "OPT-OUT"  CLASS.
       ---------------------

The  parties  will  request  that  the  Court  certify the Operating Partnership
Sub-Class  under  Rule  23(b)(1) and (2) so that Operating Partnership Sub-Class
Members  may  object  to  the  fairness  of the proposed Settlement, but may not
opt-out  of,  or  exclude  themselves from, the Operating Partnership Sub-Class.

                                  IV.  ARGUMENT
                                      ---------
     A.     LEGAL  STANDARD  FOR  PRELIMINARY  APPROVAL
     The approval of a proposed settlement of a class action lawsuit is a matter
within  the  broad  discretion  of the trial court.  Class Plaintiffs v. City of
                                                     ---------------------------
Seattle,  955  F.2d  1268,  1276 (9th Cir. 1992).  Preliminary approval does not
   ----                                                                      ---
require  the  court  to  answer  the  ultimate  question  of  whether a proposed
settlement  is  fair,  reasonable  and adequate and in the best interests of the
Class.  Rather,  the  determination  is  made  only after notice of the proposed
                                                    -----
settlement has been given and class members have an opportunity to express their
views  of  the  settlement.  See  3B J. Moore, Moore's Federal Practice,   23.80
                             ---               ------------------------
[2.-1],  at  23-479  (2d  ed.  1993).

     The  question  of  whether  a  proposed  settlement is fair, reasonable and
adequate  necessarily  requires the Court to weigh the "likelihood of success on
the merits against the amount and form of the relief offered in the settlement."
Carson  v. American Brands, Inc., 450 U.S. 79, 88 n.14 (1981) (citing Protective
--------------------------------                                      ----------
Comm.  for  Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S.
----------------------------------------------------------------------
414,  424-25  (1968)).  In  considering  the  preliminary approval of a proposed
settlement,  courts  do  not attempt to decide the merits of the case or resolve
unsettled  legal  questions.  Id.;  South  Carolina  National Bank v. Stone, 749
-                             ---   ---------------------------------------
F.Supp. 1419, 1424 (D.S.C. 1990).  The question of fairness at this stage of the
proceedings turns on whether the proposed settlement was achieved through "arm's
length  negotiations" by counsel who have "the experience and ability  necessary
to  effect  the representation of the class' interest."  South Carolina National
                                                         -----------------------
Bank,  749  F.Supp. at 1424 (quoting Weinberger v. Kendrick, 698 F.2d 61, 74 (2d
 ---                                 ----------------------
Cir. 1982), cert. denied, 464 U.S. 88 (1983)).  Therefore, many courts recognize
            ----- ------
that the opinion of experienced counsel is entitled to considerable weight. Id.;
                                                                            ---
Behrens  v. Wometco Enterprises, 118 F.R.D. 534, 539 (S.D. Fla. 1983) (deference
-------------------------------
afforded  to  opinions  of  class  counsel  in  class  actions).

     A  number  of  factors  are to be considered in evaluating a settlement for
purposes of preliminary approval.  No single factor is determinative, but rather
all  factors  should  be  considered.  These  criteria  have  been summarized as
follows:

If  the  preliminary  evaluation  of  the  proposed settlement does not disclose
grounds  to  doubt  its  fairness  or other obvious deficiencies, such as unduly
preferential  treatment of class representatives or of segments of the class, or
excessive  compensations  for attorneys, and appears to fall within the range of
possible approval, the court should direct that notice under Rule 23(e) be given
to  the  class  members  of  a  formal  fairness hearing, at which arguments and
evidence  may  be  presented  in support of and in opposition to the settlement.

Manual  for  Complex  Litigation,  Third,   30.41,  at  237.
----------------------------------------

     Here,  Plaintiffs'  Class Counsel have extensive experience in class action
litigation,  and  believe  this  Settlement  is fair, reasonable and adequate in
light  of the circumstances of this case and that Notice should thus be provided
to  the  Class.  This  conclusion should be afforded considerable weight by this
Court,  particularly  since  the Settlement is the result of months of extensive
and  informed  arm's  length  negotiations.

B.     THIS  COURT  SHOULD  PRELIMINARILY  APPROVE  THE  PROPOSED  SETTLEMENT AS
"WITHIN  THE  RANGE OF POSSIBLE APPROVAL" AND DIRECT THAT NOTICE BE GIVEN TO ALL
MEMBERS  OF  THE  OPERATING  PARTNERSHIP  SUB-CLASS.

     The proposed Settlement meets all the criteria for preliminary approval and
is  clearly  "within  the  range  of  possible  approval."  Manual  for  Complex
                                                            --------------------
Litigation,  Third,   30.41,  at  237.  As set forth in the Revised Stipulation,
        ----------
the  proposed  Settlement provides a number of monetary and therapeutic benefits
to  the  Operating  Partnership  Sub-Class  Members,  including:
-     As  requested  in the Complaint, the Defendants have agreed to the orderly
liquidation  of  the  remaining  assets  and  dissolution  of  the  Operating
Partnerships;

-     the  Defendants have agreed to collectively pay a minimum aggregate amount
of  $15  million;

-     the  Defendants  have  agreed to sell the Semele Notes and have guaranteed
payment  of  30%  of  the  Notes' aggregate principal plus accrued interest; and

-     the  Defendants  have agreed to sell the Semele Group, Inc. stock and have
guaranteed  payment  of  at  least  $5.00  per  share.


     In addition, the Defendants have agreed to purchase the Echelon Notes for a
price  equal to their aggregate outstanding $32 million principal amount plus an
annualized  return  of  7.5%  simple interest.  The Court's March 22, 1999 Order
provides  that  in  the  event  that  an Operating  Partnership has acquired New
Investments  and the exchange is not consummated, the General Partners shall (i)
use  their  best  efforts  to  divest all such New Investments in an orderly and
timely fashion, and (ii) cancel or return to each Partnership any accumulated or
deferred  fees on New Investments.  The Order further provides that in the event
that an Operating Partnership has acquired New Investments and is not a party to
the  exchange,  Newco  shall  acquire  all  such  New  Investments  from  such
Non-Participating  Partnership  for  an  amount  equal  to the Non-Participating
Partnership's  net  equity investment in such New Investments plus an annualized
return  thereon  of  7.5%.

     The  Echelon  Notes in the amount of $32 million would ordinarily mature on
September  8,  2002.   As  part of the consideration of the proposed Settlement,
and in exchange for the Operating Partnerships' forbearance, the Defendants have
agreed  to  purchase  the  Echelon  Notes  for  a price equal to their aggregate
outstanding  $32  million  principal  amount  plus  an annualized return of 7.5%
simple  interest.  In  the  event the exchange were not consummated, the General
Partners  were  required  only to use their "best efforts to divest all such New
Investments  in  an  orderly  and timely fashion."  Here, under the terms of the
proposed  Settlement, the Defendants are doing better than their "best efforts."
Even though the Defendants were not required to do so, they are providing a 7.5%
annualized  return  on  New  Investments.  Using  a  7.5% annualized return as a
benchmark  is consistent the investment return the parties had previously agreed
upon,  and  this  Court  had  ordered, in the event a Partnership elected not to
participate in the exchange.  In addition, the Defendants are providing security
for  payment  of  the  Echelon  Notes  in  the form of a cash collateral account
holding  a  minimum  of  $8  million  in cash and Equis' agreement to maintain a
minimum  $12  million  net  worth.

If  the  Operating  Partnerships  chose  instead  to  hold the Echelon Notes and
foreclose  on  the  properties at the September 8, 2002 maturity date, they (and
therefore  the Operating Partnership Sub-Class members) would undoubtedly suffer
a  substantial  loss.  As  mentioned  above, a recent appraisal of the remaining
properties  demonstrated  an impairment of the Echelon Notes.   As a result, the
Operating  Partnerships  have  already  reported  a  write-down  of the Loan and
interest  receivable in the aggregate of $7,993,603 as of June 30, 2001, and the
Loan  is  carried on the books of the Operating Partnerships as of June 30, 2001
at  an  aggregate  of  $29.2  million.  Five  of the development properties have
already  been sold.  Thus, if the Notes were sold in the open market, they would
have  to  be  severely  discounted.

The  proposed  Settlement  further  protects  the  Limited  Partners  because it
requires  that  the  Echelon  Notes  Purchase  Price  will  not  be less than an
appraisal to be performed on the properties.  Finally, as set forth in the table
below,  the  7.5  % annualized return is superior to the rates of return for the
1-year  U.S.  Treasury  Bill  rate, the Prime Commercial Loan rate and the LIBOR
rate:


1-YEAR U.S. T-BILL     PRIME RATE   LIBOR RATE
  (AS OF 9/25/01)      (CURRENT)    (AS OF 1/24/02)

      2.360%            4.75%        2.380%
      ------            -----        -----



C.     THIS  COURT  SHOULD  PRELIMINARILY  CERTIFY  THE  OPERATING  PARTNERSHIP
SUB-CLASS  UNDER  RULE  23(B)(1)  AND  (2).

     As  was done previously in the Court's August 20, 1998 Preliminary Approval
Order,  the  Court  should  enter  a  preliminary  approval order certifying the
Operating  Partnership Sub-Class under Federal Rules of Civil Procedure 23(b)(1)
and  (2).

     The  need  for  mandatory  - as opposed to "opt out" - certification arises
from the nature of the derivative and equitable relief sought by Plaintiffs with
respect  to  the  Operating Partnership Sub-Class and the terms of the resulting
Settlement.  Plaintiffs  challenged  the  Defendants'  various means utilized in
their  overall scheme to maximize their own fees at the expense of the Operating
Partnerships  and  Operating  Partnership  Sub-Class.  In  settlement  of  those
claims,  the  parties  have  agreed  to the orderly liquidation of the remaining
assets  and  dissolution  of  the  Operating  Partnerships.

     Review  of  the context of Rule 23 reveals that the Rule 23(b)(3) "opt-out"
class  is  in  fact  an exception to the general rule that rulings and judgments
affecting a certified class binds all class members.  The opt-out provision is a
recognition  of  the  concept of individualized litigation and the right of each
individual  to  choose  his  or her forum for, and his or her representation in,
litigation that primarily seeks monetary damages to compensate the class.  See 3
                                                                           ---
Newberg,  supra,  16.15.
          -----
     Where  many  potential  claimants  have  been similarly damaged or injured,
however,  this  individual choice may cause harm and unfairness to others in the
affected  group.  Mandatory,  or non-opt-out, certification reflects a conscious
and  principled  balancing  of  the procedural rights of the individual litigant
against the rights and interests of the group of similarly situated litigants at
large.  See,  e.g.,  Hernandez v. Motor Vessel Skyward, 61 F.R.D. 558 (S.D. Fla.
        ---   ----   ---------------------------------
1979),  aff'd  mem.,  507  F.2d  1278  (5th  Cir.  1975).
        -----  ----
     Here,  the  prosecution  in  separate  actions  by  individual  Operating
Partnership  Sub-Class  members  would  create a risk of inconsistent or varying
adjudications  with  respect  to individual class members, which would establish
incompatible  standards  of  conduct  for the Defendants, and adjudications with
respect  to  individual  Sub-Class members, which would as a practical matter be
dispositive  of the rights of other members of the Sub-Class.   See Fed. R. Civ.
                                                                ---
P.  23(b)(1).  Further, the Defendants allegedly have acted or refused to act on
grounds  generally  applicable  to  the  Sub-Class,  making  appropriate  final
injunctive  relief  or  corresponding  declaratory  relief  with  respect to the
Sub-Class  as  a  whole.  See  Fed.  R.  Civ.  P.  23(b)(2).
                          ---
     If individual Operating Partnership Sub-Class members were permitted to opt
out  and  then  pursue  separate  actions,  the  Defendants  may find themselves
obligated,  on the one hand, to carry out the liquidation and dissolution of the
partnerships,  and  provide all of the additional benefits on the terms provided
for  by  the  Settlement,  while  on the other, individual Operating Partnership
Sub-Class  members  might  seek  to  obtain  relief  which  would  preclude  the
Defendants  from  taking  the  very  actions  which the Settlement contemplates.
Defendants  would  not  agree  to  implement  the  terms  of  the  Settlement if
individual  Operating Partnership Sub-Class members were permitted to retain all
of  the  benefits  of  the  Settlement and still be allowed to pursue individual
actions  that include claims that Defendants' actions in pursuing the Settlement
were  not  authorized  and/or  proper.  Moreover,  the  relief  provided  by the
proposed Settlement - the liquidation of the remaining assets and dissolution of
the  Operating Partnerships and the reformation of the Echelon Notes - is in the
nature  of  a  derivative  remedy  providing  equitable  or  injunctive  relief.
Accordingly,  certification  of  the Operating Partnership Sub-Class under Rules
23(b)(1)  and  (2)  is  proper  here.

                                   CONCLUSION
                                   ----------
     For  the  foregoing  reasons,  Plaintiffs  and Defendants request that this
Court  grant  the  Joint Motion for an Order Preliminarily Approving the Revised
Settlement  of  Settlement,  Conditionally  Certifying  Settlement  Class  and
Providing  For  Notice  of,  And  Hearing  On,  The  Proposed  Settlement.
Respectfully  submitted,
this  __  day  of  February  2002,

ATTORNEYS  FOR  DEFENDANTS:


RICHMAN  GREER  WEIL  BRUMBAUGH
MIRABITO  &  CHRISTENSEN,  P.A.
Gerald  F.  Richman,  Esq.
250  Australian  Ave.  South  -  Suite  1504
West  Palm  Beach,  Florida   33401
Tel.  (561)  803-3500

and

NIXON  PEABODY  LLP
Deborah  L.  Thaxter,  P.C.
Gregory  P.  Deschenes
101  Federal  Street
Boston,  MA  02110-1832
Tel.  (617)  345-1000

ATTORNEYS  FOR  PLAINTIFFS:


LERNER  &  PEARCE,  P.A.
Allan  M.  Lerner
2888  East  Oakland  Park  Boulevard
Ft.  Lauderdale,  FL  33306
(954)  563-8111

_________________________________
WECHSLER  HARWOOD  HALEBIAN  &  FEFFER  LLP
Andrew  D.  Friedman
488  Madison  Avenue,  8th  Floor
New  York,  NY  10022
(212)  935-7400

LAW  OFFICES  OF  VINCENT  T.  GRESHAM
Vincent  T.  Gresham
6065  Roswell  Road,  Ste.  1445
Atlanta,  GA  30328
(770)  552-5270

GILMAN  AND  PASTOR
Peter  A.  Lagorio
One  Boston  Place
Boston,  MA  02108-4400
(617)  589-3750

BENJAMIN  S.  SCHWARTZ,  CHARTERED
Benjamin  S.  Schwartz
4600  Olympic  Way
Evergreen,  CO   80439
(303)  670-5941

LAW  OFFICES  OF  LIONEL  Z.  GLANCY
Lionel  Z.  Glancy
1801  Avenue  of  the  Stars,  Suite  306
Los  Angeles,  CA   90067
(310)  201-9150

LAW  OFFICES  OF  JAMES  V.  BASHIAN
500  Fifth  Avenue,  Ste.  2700
New  York,  NY  10110
(212)  921-4100

THOMAS  A.  HOADLEY,  PA
310  Australian  Avenue
Palm  Beach,  FL  33480
(561)  792-9006

GOODKIND,  LABATAN,  RUDOFF  &  SUCHAROW,  LLP
Lynda  J.  Grant
Robert  N.  Cappucci
100  Park  Avenue
New  York,  NY  10017
(212)  907-0700




LASKY  &  RIFKIND,  LTD.
Leigh  Lasky
30  North  LaSalle  Street,  Ste.  2140
Chicago,  IL  60602
(312)  759-7670

HAROLD  B.  OBSTFELD,  P.C.
Harold  B.  Obstfeld
260  Madison  Avenue
New  York,  NY  10116
(212)  696-1212

     Dated:  February  __,  2002



 THE  PARTNERSHIP  AGREEMENTS  PROHIBITED  THE  REINVESTMENT  OF  CASH EXCEPT IN
LIMITED  CIRCUMSTANCES.

 IN  A LETTER DATED MAY 10, 2001 SENT TO THIS COURT, THE SEC STAFF ASSERTED THAT
CERTAIN OF THE OPERATING PARTNERSHIPS WERE "INVESTMENT COMPANIES," AS DEFINED IN
SECTION  3(A)(1)(C) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940
ACT").  DEFENDANTS  AND  CLASS COUNSEL BELIEVE THAT THE PROPOSED LIQUIDATION AND
DISSOLUTION  OF  THE PARTNERSHIPS WILL SATISFACTORILY RESOLVE THE ISSUES THE SEC
RAISED  CONCERNING  THE  POSSIBLE  VIOLATION  OF  THE  1940  ACT.



 THE  REASON  FOR  THE  DELAY IN THE LIQUIDATION OF THE SEMELE STOCK IS THAT THE
STOCK  MUST  BE HELD UNTIL JUNE 30, 2003, TO PRESERVE THE TAX BENEFIT OF THE NET
OPERATING  LOSS  ("NOL").