RIGHTS OFFERING AGREEMENT


                  RIGHTS  OFFERING  AGREEMENT,  dated as of March 19,  1996 (the
"Agreement")  among T-Two Holding,  L.L.C., a Delaware limited liability company
(the "Company"), Presidio Capital Corp. ("PCC") and Roundhill Associates Limited
Partnership, a Connecticut limited partnership, and Roundhill Associates Limited
Partnership II, a Connecticut  limited partnership (the latter two collectively,
the "Initial Members").

                  WHEREAS,  the Initial  Members are borrowing in the aggregate,
up to  $31,500,000  from PCC (the  "Loan") and PCC is lending  such funds to the
Initial  Members  with all of the  principal  and  interest  payments due on the
earlier of the date of the completion of the Rights  Offering (as defined below)
and March 19, 1999;

                  WHEREAS, the Initial Members will contribute the entire amount
of the Loan to the  Company in  exchange  for 100% of the  Company's  membership
interests;

                  WHEREAS,  the Company will contribute a substantial portion of
such amount to T-Two  Partners,  L.P.  (the "T-2  Holder"),  a Delaware  limited
partnership,  in  exchange  for  all of the  T-2  Holder's  limited  partnership
interests,  constituting 99% of the T-2 Holder's  partnership  interests and the
Company will retain the balance of such amount for working capital purposes;

                  WHEREAS, the T-2 Holder will use such funds as are contributed
to it by the  Company to  purchase  the Grantor  Trust  T-Two  Certificates  (as
defined  in  the  T-Two  Certificate   Purchase  Agreement  (the  "T-2  Purchase
Agreement") dated as of March 28, 1996 between T-2 Holder and the Contract Right
Grantor Trust (the "Grantor Trust")) pursuant to the T-2 Purchase Agreement;

                  WHEREAS,  the Grantor Trust T-Two  Certificates will represent
an interest  primarily in certain contract  receivables that are currently owned
by  Presidio  CR  Holdings,   L.P.,  which  is  wholly  owned  by  wholly  owned
subsidiaries of PCC;

                  NOW,  THEREFORE,  in  consideration  of and premised  upon the
various  agreements and  undertakings of each of the parties hereto contained in
this  Agreement,  and other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                  1.       RIGHTS OFFERING

                  (a) The Initial  Members  hereby agree to cause the Company to
conduct the Rights Offering, as soon as practicable after completion of the sale
of the Grantor  Trust  T-Two  Certificates  to the T-2  Holder.  Pursuant to the
Rights Offering,  transferable  rights to purchase the equivalent of 100% of the
membership interests in the Company (the "Offered Interests") will be offered to
the stockholders of PCC at such exercise price and on such terms as are approved
by a majority of the Class A directors of PCC (the "Rights Offering").

                  (b) If the Company is  prevented  from  initiating  the Rights
Offering within one year of the sale of the Grantor Trust T-Two  Certificates to
the T-2 Holder, the Initial Members agree to develop an alternative  transaction
comparable to the Rights Offering,  subject to the approval of a majority of the
Class A directors of PCC.
<PAGE>
                  (c) The  Company  hereby  (i)  agrees to  conduct  the  Rights
Offering or the alternative thereto developed pursuant to Section 1(c) and, (ii)
agrees not to make any  distribution  to its members until the completion of the
Rights Offering or the alternative thereto developed pursuant to Section 1(c).

                  (d) The Initial  Members  agree to remain the sole  members of
the  Company  and not to dispose  of any of their  membership  interests  in the
Company  and the Company  agrees to cause the  Initial  Members to remain as the
sole members of the Company,  in each case,  until the  completion of the Rights
Offering or the alternative  thereto developed  pursuant to Section 1(c), unless
PCC consents to the contrary.

                  (e) The Initial Members agree that, prior to the completion of
the Rights Offering, if necessary or appropriate to the successful completion of
the Rights  Offering,  to cause the amendment of the Operating  Agreement of the
Company to admit a corporation (the "Corporation")  which shall be designated as
the  managing  member  of the  Company,  which  Corporation  shall  be  issued a
membership interest by the Company in exchange for a capital  contribution equal
to the  percentage  of the  Corporation's  Common  Stock  acquired in the Rights
Offering,  times the exercise price under the Rights  Offering  attributable  to
such part of an Offered  Interest which consists of a 1% membership  interest in
the Company.  Notwithstanding the foregoing,  the Corporation's  maximum capital
contribution  to the  Company  shall be  $500,000  (or the  applicable  fraction
thereof,  if less  than  100% of the  Common  Stock is  acquired  in the  Rights
Offering),   and  the  Corporation's   membership  interest  shall  represent  a
percentage  interest  in  the  Company  equivalent  to the  membership  interest
acquired as part of an Offered  Interest in the Rights  Offering for an exercise
price of which  $500,000  is  attributable  to such  membership  interest in the
Company; provided,  however, that in no event shall the Corporation's membership
interest  constitute less than 0.2% of the membership  interests in the Company.
As used herein,  the term  "Capital  Contribution"  shall mean the total capital
contributions  required to be made by the  Corporation in the Company under this
Section  1(e)  assuming  100% of the rights  issued in the Rights  Offering  are
exercised.  All of the shares of common stock of the Corporation will be offered
in the Rights  Offering  pro rata with  membership  interests  in the Company as
units, in which event, the term "Offered  Interests" used herein shall be deemed
to  refer  to such  units.  The  Board  of  Directors  of the  Company  shall be
disbanded,  and the  initial  Board of  Directors  of the  Corporation  shall be
comprised  of the same  individuals  as the Board of Directors of the Company at
that time. The constituent documents of the Corporation shall contain comparable
terms for its  directors  and Board of Directors as are contained in the Limited
Liability  Company  Agreement,  dated as of March 19,  1996,  by and between the
Initial  Members,   including  without  limitation,   term,   classification  of
directors, removal and qualification. Notwithstanding the foregoing, the Initial
Members  shall  have the  option to  develop an  alternative  to  designating  a
managing member that would have the effect of preserving the partnership  status
of the Company for tax purposes.

                  (f) PCC  agrees to advance  to the  Company  such funds as are
necessary for the Company to pay the out-of-pocket costs and expenses associated
with  conducting  the Rights  Offering and the other  transactions  contemplated
hereby as such costs and expenses are incurred,  which  advances shall be repaid
on the  expiration  of the Rights  Offering  or  alternative  thereto  developed
pursuant to Section  1(c),  but in no event later than March 19, 1999,  together
with interest thereon at the minimum applicable federal rate in effect from time
to time.
<PAGE>
                  2.       REPURCHASE OF INTERESTS IN THE COMPANY

                  (a) The Company  hereby agrees to  repurchase  and the Initial
Members  agree to sell to the Company on a pro rata basis the Initial  Interests
immediately  upon a  successful  completion  of the Rights  Offering in the same
percentage that the Offered  Interests are acquired in the Rights  Offering.  To
the extent that any Offered Interests consisting of units representing, in part,
common stock of the  Corporation  are not acquired in the Rights  Offering,  the
Initial Members agree to acquire and the Corporation shall issue and sell to the
Initial Members or their designees all such unacquired  common stock in exchange
for the  pro  rata  portion  of the  Capital  Contribution  represented  by such
unacquired  common  stock;  provided  that the  Initial  Members  may use  their
membership interests in the Company in lieu of cash.

                  (b)  The  Initial  Members  and the  Company  agree  that  the
repurchase  price for these  Interests  shall be calculated  on a  proportionate
basis so that the aggregate  repurchase  price for 100% of such Interests equals
the sum of (i)  $50,000,  (ii) the amount due on the date of  completion  of the
Rights  Offering  by the  Initial  Members  under  the  Loan  plus  all  amounts
previously paid thereunder and, (iii) the product of (A) the marginal  effective
combined federal,  state and local income tax rates applicable to the individual
owners of the Initial  Members,  and (B) an amount equal to the total net income
recognized by the Company  during the period from the date of acquisition of the
interests in the Company by the Initial  Members up to, and including,  the date
of such repurchase, which sum shall be reduced by each of (X) the product of (1)
the marginal federal income tax rate applicable to the individual  owners of the
Initial  Members,  and (2) the total  interest  expense on the Loan, and (Y) the
product  of (1)  the  marginal  effective  state  and  local  income  tax  rates
applicable to the individual  owners of the Initial  Members,  and (2) the total
interest  expense on the Loan which is deductible by such  individuals for state
and local  income tax  purposes;  provided  that,  to the extent such  aggregate
repurchase price, excluding the $50,000 component, is greater than the aggregate
tax basis of the Initial  Members in all of their  interests in the Company,  as
adjusted,  then the aggregate  repurchase price shall be increased by the amount
equal to the product of (i) such excess amount and (ii) the  difference  between
(a) the fraction,  the numerator of which is 1 and the  denominator  of which is
the difference between 100% and the marginal  effective combined federal,  state
and local income tax rates  applicable to the  individual  owners of the Initial
Members and (b) 1; and  provided  further  that,  to the extent  such  aggregate
repurchase price,  excluding the $50,000  component,  is less than the aggregate
tax basis of the Initial  Members in all of their  interests in the Company,  as
adjusted  (solely with respect to  Company-level  items),  then such  repurchase
price shall be reduced by an amount equal to the product of such  difference and
a fraction of which the numerator is 12% and the denominator is 88%.

                  3.       MISCELLANEOUS

                  (a) Entire  Agreement.  This Agreement  constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof.

                  (b) Amendment.  This Agreement may not be amended,  altered or
modified except by a written instrument executed by the parties hereto.
<PAGE>
                  (c)  Severability.  If any  term or  other  provision  of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of this Agreement is not affected in any manner materially  adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally  contemplated to the fullest extent
possible.

                  (d)  Governing  Law.  This  Agreement  shall be construed  and
interpreted  according to the laws of the State of New York which are applicable
to contracts made and to be performed wholly within such state.

                  (e)  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which shall be deemed an original  but all of which
shall constitute one and the same instrument.

                  (f) Benefits of Agreement.  This  Agreement does not confer on
the  shareholders  of PCC the right to enforce the obligations of the Company or
the Initial Members hereunder.
<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Agreement on the date first above written.


                                          PRESIDIO CAPITAL CORP.

                                          By:    Wexford Management LLC
                                                 as agent


                                          By: /s/ Mark Plaumann
                                              -----------------
                                                 Name:    Mark Plaumann
                                                 Title:   Senior Vice President


                                          T-TWO HOLDING, L.L.C.

                                          By:    Roundhill Associates Limited
                                                 Partnership


                                          By:  /s/ Mark Plaumann
                                               -----------------
                                                 Name:    Mark Plaumann
                                                 Title:   Vice President


                                          ROUNDHILL ASSOCIATES LIMITED
                                                 PARTNERSHIP


                                          By: /s/  Mark Plaumann
                                              ------------------
                                                 Name:      Mark Plaumann
                                                 Title:     Vice President


                                          ROUNDHILL ASSOCIATES LIMITED
                                                 PARTNERSHIP II


                                          By:  /s/ Mark Plaumann
                                                 Name:      Mark Plaumann
                                                 Title:     Vice President