<PAGE>

                               FIRST AMENDMENT TO
                                LEASE ORDER TERMS
                                 AND CONDITIONS

      This FIRST AMENDMENT, dated as of June 28, 1988, between Ford Motor
Company ("Lessee") and American Finance Group ("Lessor") amends Lease Order
Terms and Conditions dated as of April 5, 1988, between Lessee and Lessor (the
"Lease Order"), as follows.

      1.    Section 6 of the Lease Order Terms and Conditions is hereby amended
            and restated to read in its entirety as follows:

      "6. Acceptance

      Lessee shall accept the Equipment if the Equipment has operated
efficiently for the period indicated in this Lease Order as the "Acceptance
Period" in conformance with both technical specifications therefor and any
proposal submitted to Lessee by Lessor. Lessee's acceptance shall be evidenced
by its execution and delivery to Lessor of the "Certificate of Acceptance" in
the form attached as Exhibit A. Lessee represents and warrants that Lessor is
entitled to rely without independent verification or investigation on each such
Certificate of Acceptance bearing a signature purporting to be that of a
representative of Lessee as a true and genuine signature of a duly authorized
agent of Lessee, valid and binding against Lessee for purposes of acceptance
hereunder. Rental shall begin to accrue as of the first day of the acceptance
period (the "Rental Start Date") at the Daily Acceptance Period Rent per unit of
Equipment accepted shown on the Lease Order (such Daily Acceptance Period Rent
being calculated as the per diem amount, per unit accepted, of the Monthly Rent
based on a thirty-day month). Rental at the Monthly Rent shown on the Lease
Order shall accrue and be payable in advance commencing as of the first day of
calender quarter following the month in which the last unit of Equipment under a
Lease Order has been accepted. (Lease Rate Factors shown on the Lease Order are
the multiple which, applied to the per Unit or aggregate Equipment Cost (as the
case may be), produce the Acceptance Period Rent per Unit or the Monthly Rent,
respectively.)"

      2.    This First Amendment shall apply to all equipment leased pursuant to
            Lease Orders for which the Rental Start Date is on or after May 5,
            1988.

      IN WITNESS WHEREOF the parties hereto have caused this First Amendment to
be executed and delivered by their duly authorized representatives as of the
date first above written.

                   AMERICAN FINANCE GROUP


                   By: /s/ [Illegible]
                       -----------------------------
                   Title: Associate General Counsel and Assistant Secretary
                          -------------------------------------------------

                   FORD MOTOR COMPANY


                   By: /s/ J. L. Scicluna
                       ------------------------------
                   Title: Director
                          Facilities & Tools Purchasing Office
                          --------------------------------------

<PAGE>

                  AMENDMENT TO LEASE ORDER TERMS AND CONDITIONS
                     BETWEEN FORD MOTOR COMPANY, LESSEE, AND
                      AMERICAN FINANCE GROUP, INC., LESSOR

      The Agreement between Ford Motor Company, as lessee ("Lessee"), and
American Finance Group, Inc., as lessor ("Lessor") effective April 5, 1988 which
established the Lease Order Terms and Conditions for certain personal property,
is hereby amended as follows:

            The following is added to Paragraph 13:

            (d)   Lessor acknowledges and agrees that Lessee shall have no
                  responsibility to deal with any investors ("Investors") in any
                  trust, limited partnership or other entity sponsored and
                  managed by Lessor or its affiliates ("Investment Program") to
                  which Lessor may assign its rights pursuant to subsection 13
                  (a) above, in connection with the Leases or the Equipment.
                  Upon referral by Lessee to Lessor, Lessor shall promptly and
                  diligently investigate and handle any inquiries or claims or
                  provide other information as requested by any such Investors.
                  For so long as no Event of Default has occurred and is
                  continuing under the Leases, Lessor indemnifies Lessee and
                  holds Lessee harmless from and against any costs, claims,
                  losses or liabilities incurred or suffered by Lessee to the
                  extent resulting from Lessor's assignment of a Lease to an
                  Investment Program.

            This amendment is retroactive to April 5, 1988.

FORD MOTOR COMPANY              AMERICAN FINANCE GROUP


By: /s/ R.R. Cronan 12-18-90    By: /s/ [Illegible]
    -----------------               -------------------
Title: Buyer                    Title: Manager
       --------------                  ----------------
Date: 11/19/90                  Date: 11/19/91
      ---------------                 -----------------


<PAGE>

              SECOND AMENDMENT TO LEASE ORDER TERMS AND CONDITIONS

      This SECOND AMENDMENT, dated as of May 19, 1989, between Ford Motor
Company ("Lessee") and American Finance Group ("Lessor") amends Lease Order
Terms and Conditions dated as of April 5, 1988, between Lessee and Lessor (as
successor in interest to American Finance Group, Inc.) (the "Lease Order Terms
and Conditions") as follows:

      1. Section 6 of the Lease Order Terms and Conditions is hereby amended and
restated to read in its entirety as follows:

      "6. Acceptance

            Lessee shall accept the Equipment if the Equipment has operated
      efficiently for the period indicated in this Lease Order as the
      "Acceptance Period" in conformance with both technical specifications
      therefor and any proposal submitted to Lessee by Lessor. Lessee's
      acceptance shall be evidenced by its execution and delivery to Lessor of
      the "Acceptance Certificate" in the form attached as Exhibit A. Lessee
      represents and warrants that Lessor is entitled to rely without
      independent verification or investigation on each such Acceptance
      Certificate bearing a signature purporting to be that of a representative
      of Lessee as a true and genuine signature of a duly authorized agent of
      Lessee, valid and binding against Lessee for purposes of acceptance
      hereunder and for purposes of enforcement of the Lease. Rentals shall
      begin to accrue as of the first day of the acceptance period (the "Rental
      Start Date") at the Daily Acceptance Period Rent per unit of Equipment
      accepted shown on the Lease Order (such Daily Acceptance Period Rent being
      calculated as the per diem amount, per unit accepted, of the Monthly Rent
      based on a thirty-day month). Rental at the Monthly Rent shown on the
      Lease Order shall accrue and be payable in advance commencing as of the
      first day of the month following the month in which the last unit of
      Equipment under a Lease Order has been accepted. (Lease Rate Factors shown
      on the Lease Order are the multiple which, applied to the per Unit or
      aggregate Equipment Cost (as the case may be), produce the Acceptance
      Period Rent per Unit or the Monthly Rent, respectively.)"

      2. For all purposes under the Lease Order Terms and Conditions and Lease
Orders, "Basic Rent" and "Monthly Rent" shall be synonymous.

      3. This Second Amendment shall apply to all equipment leased pursuant to
Lease Orders for which the Rental Start Date is on or after May 19, 1989.

      As amended hereby, the Lease Order Terms and Conditions are hereby
approved, confirmed and ratified and are in full force and effect.

      IN WITNESS WHEREOF the parties hereto have caused this Second Amendment to
be executed and delivered by their duly authorized representatives as of the
date first above written.

FORD MOTOR COMPANY                         AMERICAN FINANCE GROUP


By: /s/ R.R. Cronan 12-18-90                 By: /s/ [Illegible]
   --------------------------                  ----------------------
Title: Buyer                               Title:
   --------------------------                  ----------------------


<PAGE>

0897G

ATTACHMENT A TO LEASE/PURCHASE ORDER NO. _________________________

     Lessor:   AMERICAN FINANCE GROUP, INC.
     Address:  Exchange Place
               Boston, Massachusetts 02109

     Lessee:   FORD MOTOR COMPANY
     Address:  The American Road
               Dearborn, MI 48121

                        LEASE ORDER TERMS AND CONDITIONS

1.    Lease; Entire Agreement

      This Attachment, dated as of April 5, 1988, sets forth the terms and
      conditions governing the lease of certain items of personal property (the
      "Equipment") described on the face of the Lease Order to which this
      document is attached. This attachment, such lease/purchase order and any
      other attachments thereto shall constitute the "Lease Order" as such term
      is used herein and the entire agreement between the parties thereto;
      provided, however, that the printed terms and conditions (if any) on the
      reverse side of such lease/purchase Order shall have no force and effect.
      In the event of a conflict between the typewritten terms and conditions on
      the face of the Lease Order and the terms and conditions set forth herein,
      the typewritten terms and conditions on the face of the Lease Order shall
      govern.

2.    Term; Rental Payments

      (a)   The term of the Lease Order is set forth on the face of this Lease
            Order and shall commence on the Rental Start Date as defined herein.

      (b)   Lessee shall make rental payments to Lessor for lease of the
            Equipment in the amounts and on the dates specified in this Lease
            Order. All rental or other payments by Lessee to Lessor shall be
            made to Lessor at the address set forth in this Lease Order or at
            such other address as Lessor may hereafter direct in writing.

3.    Net Lease; Lessee's Indemnity; No Warranties By Lessor.

      Rent is net of, and Lessee agrees to pay, and will indemnify and hold
      Lessor and any assignee of Lessor harmless from and against, all costs
      (including, without limitation, maintenance, repair and insurance costs),
      claims (but excluding third-party suits based solely on a claim of
      product liability or strict liability in tort), losses or liabilities
      relating to the Equipment or its use that are incurred by or asserted
      against Lessee, any permitted sublessee of Lessee, Lessor or any assignee
      of Lessor and arise out of matters occurring prior to the return of the
      Equipment (i) unless Lessor's intentional misconduct or negligence is the
      direct and proximate cause of the foregoing, and (ii) other than liens and
      security interests created by Lessor and (iii) other than taxes, fees,
      charges and assessments described in section 5(b) hereof. The Lease Order
      is for


<PAGE>

      purposes of providing lease financing only. Lessor is not a dealer,
      supplier, manufacturer or vendor of the Equipment, and Lessee is solely
      responsible for the selection of the Equipment, the manufacturer and
      vendor thereof in accordance with Lessee's specifications and for the
      inspection, acceptance, use and maintenance of the Equipment. Lessee
      agrees that it shall not initiate or participate, by joinder or otherwise,
      in a claim or counterclaim against Lessor of product liability or strict
      liability in tort and will object by appropriate proceeding to the
      inclusion of Lessor as a defendant in any proceeding based upon such a
      claim. The Lease Order is a triple net lease. Lessee's obligations are not
      subject to defense, counterclaim, set-off, abatement or recoupment, and
      Lessee waives all rights to terminate or surrender the Lease Order, for
      any reason, including, without limitation, defect in the Equipment or
      nonperformance by Lessor, provided, however, that Lessee specifically
      retains the right to seek recourse against Lessor by way of separate
      action either at law or in equity in the event of nonperformance by Lessor
      under the Lease Order. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
      EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
      MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to
      Lessee all manufacturer or vendor warranties and will cooperate with
      Lessee in asserting any claims under such warranties.

4.    Use, Maintenance and Repairs

      The Equipment is to be used exclusively by Lessee in the conduct of its
      business, only for the purposes for which it was designed. The Equipment
      is not to be removed from the location specified on the Lease Order except
      upon prior written notice to Lessor, and in no event may the Equipment be
      moved to a location outside the continental United States without the
      prior written consent of Lessor, which consent shall not be unreasonably
      withheld. Lessee will effect all maintenance and repairs necessary to keep
      the Equipment in good and efficient operating condition and appearance,
      reasonable wear and tear excepted. All maintenance and repairs will be
      made in accordance with the manufacturer's recommendations and by
      authorized representatives of the manufacturer or by persons of equal
      skill and knowledge whose work will not adversely affect any applicable
      manufacturer's or vendor's warranty.

5.    Compliance with Laws; Taxes

      (a)   Lessee shall comply with and conform to all laws and regulations
            relating to the possession, use and maintenance of the Equipment,
            and shall save Lessor harmless against actual or asserted violations
            thereof.

      (b)   Lessee agrees to prepare and file all required returns or reports
            and to pay all sales, gross receipts, personal property and other
            taxes, fees, interest, fines or penalties imposed by any
            governmental authority relating in any way to the Equipment, except
            taxes measured by the net worth, net or gross income or profit of
            Lessor, including the Michigan Single Business Tax, which shall be
            solely the responsibility of Lessor. Notwithstanding the foregoing,
            Lessor will report and pay all use taxes and Lessee will pay to
            Lessor, on each Basic Rent Payment Date, as additional rent, an
            amount equal to the use taxes attributable to that payment of Basic
            Rent. If any item of Equipment is located in a taxing jurisdiction
            that does not allow Lessee to report and pay personal property taxes
            directly, Lessee will prepare an appropriate tax return to be
            delivered, together with funds equal to the taxes Lessee claims are
            due on such return, to


                                      -2-
<PAGE>

            Lessor not less than ten (10) days prior to the date such taxes are
            due. The state and local retail sales and use tax status of the
            Equipment shall be indicated on the face of this Lease Order.

6.    Acceptance

      Lessee shall accept the Equipment if the Equipment has operated
      efficiently for the period indicated in this Lease Order as the
      "Acceptance Period" in conformance with both technical specifications
      therefor and any proposal submitted to Lessee by Lessor. Lessee's
      acceptance shall be evidenced by its execution and delivery to Lessor of
      the "Certificate of Acceptance" in the form attached as Exhibit A. Lessee
      represents and warrants that Lessor is entitled to rely without
      independent verification or investigation on each such Certificate of
      Acceptance bearing a signature purporting to be that of a representative
      of Lessee as a true and genuine signature of a duly authorized agent of
      Lessee, valid and binding against Lessee for purposes of acceptance
      hereunder. Rental shall begin to accrue as of the first day of the
      acceptance period (the "Rental Start Date") at the Daily Acceptance Period
      Rent per unit of Equipment accepted shown on the Lease Order (such Daily
      Acceptance Period Rate being calculated as the per diem amount, per unit
      accepted, of the Monthly Rent based on a thirty-day month). Rental at the
      Monthly Rent shown on the Lease Order shall accrue and be payable in
      advance commencing as of the first day of month following the month in
      which the last unit of Equipment under a Lease Order has been accepted.
      (Lease Rate Factors shown on the Lease Order are the multiple which,
      applied to the per Unit or aggregate Equipment Cost (as the case may be),
      produce the Acceptance Period Rent per Unit or the Monthly Rent,
      respectively.)

7.    License

      Lessor grants to Lessee a nonexclusive, nontransferable license to use the
      software products, including related documentation, provided with the
      Equipment solely for Lessee's own use on or with the Equipment. Lessee
      will not sell, transfer, disclose, or otherwise make available such
      software products or copies thereof to third parties; provided, however,
      that the software products may be disclosed on a need-to-know basis to
      Lessee's employees or independent contractors using the Equipment. No
      title or ownership of the software products or any portion thereof is
      transferred to Lessee. The license granted herein shall terminate upon
      termination of this Lease Order, and Lessee agrees, upon termination, to
      return or destroy the software products and all portions or copies
      thereof.

8.    Transportation Expenses

      (a)   Unless otherwise indicated in this Lease Order, all Equipment
            transportation, rigging and drayage charges shall be paid by Lessee.
            Lessee shall furnish such labor as may be necessary for packing and
            unpacking Equipment when in the possession of Lessee.

      (b)   All shipments of Equipment shall be made by a method specified by
            Lessee.

9.    Risk of Loss.

      Lessee will bear all risk of loss with respect to the Equipment during the
      Lease Term and until the Equipment is returned to Lessor. Lessee will


                                      -3-
<PAGE>

      notify Lessor promptly in writing if any item of Equipment is lost,
      stolen, requisitioned by a governmental authority or damaged beyond repair
      (each a "Casualty"), describing the Casualty in reasonable detail, and
      will promptly file a claim under appropriate policies of insurance. Lessee
      may, with the prior written consent of Lessor, replace the Equipment
      suffering a Casualty with similar items of at least equal value and
      utility. If Lessee does not replace the Equipment, Lessee will pay to
      Lessor on the next Payment Date following the Casualty, in addition to
      Basic Rent and other sums due on that date, an amount equal to the
      Casualty Value specified on the Lease Order for such Equipment. The Lease
      Order, solely as it relates to the Equipment suffering the Casualty, will
      terminate and ownership of the Equipment suffering the Casualty, including
      all claims for insurance proceeds or condemnation awards, will pass to
      Lessee upon receipt of such payment by Lessor.

10.   Insurance.

      Lessee agrees, directly or through an agent, to maintain policies of
      insurance on the Equipment in amounts, against risks and on terms and
      conditions applicable to other equipment owned or leased by Lessee and
      similar to the Equipment. Such insurance will at a minimum include (i)
      physical damage and theft insurance in an amount at least equal to the
      Casualty Value set forth on the Lease Order for such Equipment and (ii)
      comprehensive liability insurance in the amount of at least $5,000,000 per
      occurrence, in each case with deductibles not in excess of $100,000. All
      policies (A) are to be maintained with insurers acceptable to Lessor; (B)
      are to name Lessor and its assignees as loss payees with respect to
      physical damage and theft and as additional insureds with respect to
      liability, as their interests may appear; and (C) are to provide that they
      may not be altered or cancelled except upon thirty days prior written
      notice to Lessor and each of Lessor's assignees named as additional
      insured and loss payee. Lessee agrees to deliver to Lessor such
      certificates of insurance as Lessor may, from time to time, request.
      Lessor may hold any insurance proceeds as security for Lessee's
      performance of its obligations with respect to the Equipment on behalf of
      which the proceeds were paid and the payment of all rent and other sums
      then due and unpaid under the Lease Order and will pay such proceeds over
      to Lessee only upon receipt of satisfactory evidence thereof. Lessor
      accepts Lessee's current practices of self-insurance in satisfaction of
      the requirements set forth above.

11.   Quiet Possession and Use

      (a)   Title to the Equipment shall remain in Lessor, and Lessee shall keep
            the Equipment free and clear of any and all liens, charges and
            encumbrances of any party claiming by or through Lessee.

      (b)   Lessor convenants and warrants to and with Lessee that Lessor is the
            lawful owner of the Equipment, free from all encumbrances, and that,
            subject to Lessee performing the conditions hereof, Lessee shall
            peaceably and quietly hold, possess and use the Equipment during the
            term of this Lease Order. Lessor shall indemnify and hold harmless
            Lessee and will protect and defend, at its sole expense, the rights
            of Lessee described in this Paragraph against any claims against or
            encumbrances on the Equipment asserted by or through Lessor.


                                       -4-
<PAGE>

12.   Lessee's Right to Sublease and Assign

      Provided that Lessee is not in default hereunder, Lessee shall have the
      following rights to sublease the Equipment or assign this Lease Order for
      the remainder of the applicable lease term; provided, however, that
      Lessee shall remain responsible for all provisions and obligations of
      this Lease Order:

      (a)   Lessee may sublease the Equipment to a Ford Affiliated Company upon
            reasonable prior notice to Lessor (a "Ford Affiliated Company" is
            any subsidiary or affiliate of Lessee 51% of the voting stock or
            assets of which are indirectly or directly owned or controlled by
            Lessee); or

      (b)   Lessee may sublease the Equipment or assign this Lease Order to any
            other party upon 30 days prior written notice to Lessor and provided
            that Lessor consents in writing to such sublessee or assignee and
            all terms and conditions of such sublease or assignment, such
            consent not to be unreasonably withheld.

13.   Assignment by Lessor

      (a)   Lessor may at any time and from time to time transfer, assign or
            grant a security interest in its rights under this Lease Order, the
            Equipment and/or the rental payments and other sums at any time due
            and to become due, or at any time owing or payable, by Lessee to
            Lessor under any of the provisions of this Lease Order, provided
            that Lessor gives Lessee 30 days prior written notice of any
            proposed transfer, assignment or grant occurring under this
            Paragraph 16(a) and obtains Lessee's prior written approval, which
            approval shall not be unreasonably withheld, provided, however, that
            no notice to or consent by Lessee is required for an assignment to a
            trust, limited partnership or other entity sponsored and managed by
            Lessor or its affiliates. Any such assignment may be either absolute
            or as collateral security for indebtedness of Lessor. There shall be
            only one absolute assignee and one collateral assignee at any one
            time. It shall be reasonable for Lessee to withhold its approval if
            the proposed transfer, assignment or grant of a security interest
            would in any way affect any then existing loan commitments or lines
            of credit of Lessee or any member of Lessee's "Affiliated Group"
            with such assignee or with any corporation that is a member of an
            "Affiliated Group" of which such assignee is also a member. The term
            "Affiliated Group" shall have the meaning set forth in Section
            1504(a) of the Internal Revenue Code.

      (b)   No such assignee shall be obligated to perform any duty, covenant or
            condition required to be performed by Lessor under any of the terms
            and conditions hereof; provided, however, that such assignee shall
            be obligated to comply with this Paragraph in the event such
            assignee proposes to further transfer, assign or grant a security
            interest in its rights under this Lease Order. Notwithstanding any
            such assignment, each and every covenant, agreement, representation
            and warranty of Lessor shall survive any such assignment and shall
            be and remain the sole liability of Lessor and of every person, firm
            or corporation succeeding (by merger, consolidation, purchase of
            assets or otherwise) to all or substantially all of the business
            assets or good will of Lessor. Without limiting the foregoing,
            Lessee acknowledges and agrees that from and after the receipt by
            Lessee of


                                      -5-
<PAGE>

            written notice of an assignment from Lessor (i) If so directed, all
            rental and other payments which are the subject matter of the
            assignment shall be paid to the assignee thereof at the place of
            payment designated in such notice, (ii) if such assignment was made
            for collateral purposes, the rights of any such assignee in and to
            the rental and other payments by Lessee under any provisions of this
            Lease Order shall be absolute and unconditional and shall not be
            subject to any abatement whatsoever, or to any defense, set-off,
            counterclaim or recoupment whatsoever by reason of any damage to or
            loss or destruction of the Equipment, or any defect in or failure of
            title of Lessor to the Equipment, or any interruption from
            whatsoever cause (other than from any wrongful act of such assignee)
            in the use, operation or possession of the Equipment or any
            indebtedness or liability howsoever and whenever arising of Lessor
            to Lessee or to any other person, firm, corporation or governmental
            agency or taxing authority, or any misconduct or negligence of
            Lessor, and (iii) the assignee shall have the sole right to exercise
            all rights, privileges, consents and remedies (either in its own
            name or in the name of Lessor for the use and benefit of the
            assignee) which are permitted or provided to be exercised by Lessor.
            Lessee shall confirm the above to such assignee in writing in such
            form as such assignee may reasonably require. Lessee does not hereby
            waive any claim which it may have against Lessor, any assignee or
            any other party.

      (c)   It is further understood and agreed that if a security interest in
            the Equipment is granted to an assignee of the rental payments as
            additional security for indebtedness of Lessor, the security
            agreement covering the Equipment shall expressly provide that the
            right, title and interest of the secured party thereunder is subject
            to the right and interest of Lessee in and to the Equipment pursuant
            to this Lease Order.

14.   Alterations and Attachments

      Lessee may make or have made on its behalf alterations in and additions or
      attachments to the Equipment which are necessary or desirable for the
      maintenance or improvement of the Equipment, all at Lessee's sole cost and
      expense, provided that no such alteration, addition or attachment reduces
      the value or impairs the capabilities or efficiency of the Equipment or
      violates the provisions of Revenue Procedure 79-48 or any successor rule,
      regulation or Revenue Procedure. Lessor shall, at Lessee's sole expense,
      execute and deliver from time to time such instruments, including but not
      limited to orders for new equipment, components or modifications, and do
      such other matters and things as may be necessary or appropriate to
      Lessee's rights under this Paragraph 14. Any part, attachment,
      appurtenance or accessory constituting a physical part of the Equipment
      which cannot be readily removed without impairing the value or utility of
      the Equipment and shall be deemed to be an accession to the Equipment and
      shall from that time be deemed part of the Equipment, with title thereto
      vesting in Lessor. Such alterations, additions or attachments shall not
      modify the term of the lease of the Equipment with respect to which such
      alterations, additions or attachments are made unless agreed to by Lessor
      and Lessee. If Lessee shall affix the Equipment to any real property, the
      Equipment shall remain personalty and shall not become part of the realty.


                                      -6-
<PAGE>

15.   Recordation

      Lessee, upon demand in writing from Lessor, shall assist Lessor to cause
      the Lease Order, all attachments and exhibits hereto and any and all
      additional instruments or statements which shall be executed pursuant to
      the terms hereof, so far as permitted by applicable law or regulations, to
      be kept, filed, and recorded and to be re-executed, refiled, and
      re-recorded at all times in the appropriate office and in such other
      places, whether within or without the United States, as Lessor may
      reasonably request to perfect and preserve its rights hereunder.

16.   Inspection; Reports

      Lessor may from time to time, upon reasonable notice and during Lessee's
      normal business hours, inspect the Equipment and Lessee's records with
      respect thereto and discuss Lessee's financial condition with
      knowledgeable representatives of Lessee. Lessee will, if requested,
      provide a report on the condition of the Equipment, a record of its
      maintenance and repair, a summary of all items suffering a Casualty, a
      certificate of no default or such other information or evidence of
      compliance with Lessee's obligations under the Lease Order as Lessor may
      reasonably request.

17.   Late Payment Charges; Lessor's Right to Perform for Lessee

      A Late Payment Charge equal to the lesser of the late payment charge
      assessed against Lessor in connection with the financing of its purchase
      of the Equipment or 2% per annum above the prime or base lending rate of
      The First National Bank of Boston, as announced from time to time, will
      accrue on any sum not paid when due for each day not paid, provided that
      Lessor has furnished Lessee with an invoice therefor thirty (30) days
      prior to the due date thereof and given ten business days' written notice
      of such nonpayment. If Lessee fails to duly and promptly pay or perform
      any of its obligations hereunder, Lessor may itself pay or perform such
      obligations for the account of Lessee without thereby waiving any default
      and Lessee will pay to Lessor, on demand and in addition to Basic Rent, an
      amount equal to all sums so paid or expenses so incurred, plus a Late
      Payment Charge accruing from the date such sums were paid or expenses
      incurred by Lessor.

18.   Lessee's Options Upon Lease Expiration

      Lessee has the option at the expiration of the Lease Term, exerciseable
      with respect to all, but not less than all, items of Equipment leased
      pursuant to Lease Orders having the same Expiration Date, (i) to return
      the Equipment to Lessor, (ii) to renew the Lease Order at fair rental
      value for a Renewal Term the length of which shall be determined by
      agreement of Lessee and Lessor or (iii) to purchase the Equipment for cash
      at its then fair market value. Lessee agrees to provide Lessor written
      notice of its decision to return or purchase the Equipment or renew the
      Lease Order not less than 90 days prior to the Expiration Date. If Lessee
      fails to give Lessor 90 days' written notice, the Lease Term may, at
      Lessor's option, be extended and continue until 90 days from the date
      Lessor receives written notice of Lessee's decision to return or purchase
      the Equipment or renew the Lease Order. Fair market value, fair rental
      value and useful life will be determined by agreement of Lessor and
      Lessee, or if the parties cannot agree, by an independent equipment


                                      -7-
<PAGE>

      appraiser of nationally recognized standing selected by mutual agreement
      of and paid equally by Lessor and Lessee. At the expiration of the Lease
      Term or any extension or renewal thereof, Lessee will, at its expense,
      assemble, pack, and crate the Equipment, all in accordance with
      manufacturer's recommendations, if any, and deliver it by common carrier,
      freight and insurance prepaid, to a place to be designated by Lessor
      within the continental United States. All packaging will include related
      maintenance logs, operating manuals, and other related materials and will
      be clearly marked so as to identify the contents thereof. The Equipment
      will be returned in good and efficient operating condition and appearance,
      reasonable wear and tear excepted, and eligible for manufacturer's
      maintenance, if available, free of all Lessee's markings and free of all
      liens and encumbrances other than those created by Lessor or arising out
      of claims against Lessor and not related to the lease of the Equipment to
      Lessee. Lessor may, but is not required to, inspect the Equipment prior to
      its return. If, upon inspection, Lessor determines that the condition of
      any item of Equipment does not conform to the minimum requirements set
      forth on Exhibit B hereto, Lessor will promptly notify Lessee of such
      determination, specifying the repairs or refurbishments needed to place
      the Equipment in the minimum acceptable condition. Lessor may, at its
      option, either require Lessee to effect such repairs or itself effect such
      repairs. Lessor may re-inspect the Equipment and require further repairs
      as often as necessary until the Equipment is placed in acceptable
      condition. In either case, all costs will be paid by Lessee. The Lease
      Order shall continue in full force and effect and Lessee shall continue to
      pay Basic Rent through and including the date on which the Equipment is
      accepted for return by Lessor.

19.   Lessee's Representations and Warranties

      Lessee represents, warrants and certifies as of the date of execution and
delivery of each Lease Order as follows:

      (a)   Lessee is duly organized, validly existing and in good standing
            under the laws of the state of its incorporation, with full power to
            enter into and to pay and perform its obligations under the Lease
            Order, and is duly qualifed and in good standing in all other
            jurisdictions where its failure to so qualify would adversely affect
            the conduct of its business or the performance of its obligations
            under or the enforceablility of the Lease Order;

      (b)   the Lease Order and all related documents (including, without
            limitation, the Certificate of Acceptance) have been duly
            authorized, executed and delivered by Lessee, are enforceable
            against Lessee in accordance with their terms and do not and will
            not contravene any provisions of or constitute a default under
            Lessee's organizational documents or its By Laws, any agreement to
            which it is a party or by which it or its property is bound, or any
            law regulation or order of any governmental authority;

      (c)   Lessor's right, title and interest in and to the Lease Order, the
            Equipment and the rentals therefrom will not be affected or impaired
            by the terms of any agreement or instrument by which Lessee or its
            property is bound;

      (d)   no approval of, or filing with, any governmental authority or other
            person is required in connection with Lessee's entering into or the
            payment or performance of its obligations under the Lease Order;


                                      -8-
<PAGE>

      (e)   there are no suits or proceedings pending or threatened before any
            court or governmental agency against or affecting Lessee which, if
            decided adversely to Lessee, would materially adversely affect
            Lessee's business or financial condition or its ability to perform
            any of its obligations under the Lease Order or this Master Lease
            Agreement as incorporated therein by reference; and

      (f)   there has been no material adverse change to Lessee's financial
            condition since the date of its most recent audited financial
            statement.

20.   Default

      (a)   If, during the continuance of this Lease Order, one or more of the
            following events ("Events of Default") shall occur:

            (i)   Lessee shall fail to make any part of the rental payments
                  provided in Section 2 hereof within ten days after receipt of
                  written notice of nonpayment;

            (ii)  Lessee shall make or permit any unauthorized assignment or
                  transfer of this Lease Order or possession of the Equipment to
                  any third party.

            (iii) Lessee shall fail to observe or perform any other material
                  covenant, condition and agreement of Lessee contained herein
                  and such failure shall continue for 30 days after written
                  notice thereof from Lessor to Lessee. If such Event of Default
                  is of such a nature that it cannot reasonably be cured within
                  30 days, then Lessee shall not be deemed in default during any
                  period of time that it takes Lessee to cure such Event of
                  Default, provided that Lessee notifies Lessor in writing that
                  efforts to cure such defaults have been commenced and Lessee
                  is diligently pursuing such cure in good faith;

            (iv)  Lessee shall have entered against it by a court of competent
                  jurisdiction a decree or order for relief in respect of the
                  Lessee in an involuntary case under any applicable bankruptcy,
                  insolvency or other similar law now or hereafterin effect, or
                  appointing a receiver, liquidator, assignee, custodian,
                  trustee, sequestrator (or similar official) of the Lessee or
                  for any substantial part of its property, or ordering the
                  winding up or liquidation of its affairs and such decree or
                  order shall remain unstayed and in effect for a period of 90
                  consecutive days; or

            (v)   Lessee shall commence a voluntary case under any applicable
                  bankruptcy, insolvency or other similar law nor or hereafter
                  in effect, or consent or the entry of an order for relief in
                  an involuntary case under any such law, or consent to the
                  appointment of or taking possession by a receiver, liquidator,
                  assignee, trusteee, custodian, sequestrator (or similar
                  official of the Lessee) or for any substantial part of its
                  property, or make any general assignment for the benefit of
                  creditors, or fail generally to pay its debts as they become
                  due, or take any corporate action in furtherance of any of the
                  foregoing.


                                      -9-
<PAGE>

      (b)   Upon the occurrence of an Event of Default, Lessor may, without
            notice to Lessee, declare the applicable Lease Order in default and
            may exercise any of the following remedies:

      I.    at Lessor's option, and in its sole discretion either:

            (i) declare all Basic Rent and other sums due or to become due under
            the Lease Order immediately due and payable, and sue to enforce the
            payment thereof; or

            (ii) receive from Lessee (and sue to enforce the payment thereof),
            as liquidated damages for loss of the bargain and not as a penalty,
            and in addition to all accrued and unpaid Basic Rent and other sums
            due under the Lease Order, an amount equal to the greater of (A) the
            Casualty Value set forth on the Lease Order calculated after the
            last payment of Basic Rent actually received by Lessor or (B) the
            fair market value of the Equipment as of the date of default
            determined by an appraiser selected by Lessor, plus, in either case,
            interest thereon at the Late Payment Charge rate from the date of
            default until the date of payment, and, after receipt in good funds
            of the sums described above, Lessor will, if it has not already done
            so, terminate the Lease Order and, at its option, either pay over to
            Lessee as, when and if received, any net proceeds (after all costs
            and expenses) from any disposition of the Equipment, or convey to
            Lessee all of its right, title and interest in and to the Equipment,
            as is, where is and with all faults, without recourse and without
            warranty; and

      II.   without regard to whether Lessor has elected either option in
            subsection I. above, Lessor may

            (i) proceed by appropriate court action either at law or in equity
            to enforce performance by Lessee of the covenants and terms of the
            Lease Order and to recover damages for the breach thereof; and

            (ii) terminate the Lease Order by written notice to Lessee,
            whereupon all right of Lessee to use the Equipment will immediately
            cease and Lessee will forthwith return the Equipment to Lessor in
            accordance with the provisions hereof; and

            (iii) repossess the Equipment and without notice to Lessee, dispose
            of it by private or public, cash or credit sale or by lease to a
            different lessee, in all events free and clear of any rights of
            Lessee, and for this purpose Lessee hereby grants to Lessor and its
            agents the right to enter upon the premises where the Equipment is
            located and to remove the Equipment therefrom and Lessee agrees not
            to interfere with the peaceful repossesion of the Equipment; and

            (iv) recover from Lessee all costs and expenses arising out of
            Lessee's default, including, without limitation, expenses of
            repossession, storage, appraisal, repair, reconditioning and
            disposition of the Equipment and reasonable attorneys' fees and
            expenses.


                                      -10-
<PAGE>

      (c)   The Remedies provided for in this Lease Order shall not be deemed
            exclusive, but shall be cumulative, and shall be in addition to all
            other remedies existing at law or in equity. The failure or delay of
            either party in exercising any rights granted it hereunder upon any
            occurrence of any of the contingencies set forth herein shall not
            constitute a waiver of any such right upon the continuation or
            recurrence of any of such contingencies or similar contingencies and
            any single or partial exercise of any particular right shall not
            exhaust the same or constitute a waiver of any other right provided
            herein.

21.   Notice; Governing Law

      All notices required hereunder shall be effective upon receipt in writing
delivered by hand or by other receipt-acknowledged method of delivery at the
address first above written. This Lease Order shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.

     AMERICAN FINANCE GROUP, INC.                FORD MOTOR COMPANY


     By: /s/ [Illegible]                         By: /s/ J. L. Scicluna
         -------------------------                   ---------------------------
     Title: Vice President                       Title: Director, Facilities and
            -------------------------                   Tools Purchasing Office
                                                        ------------------------


                                      -11-
<PAGE>

                                    Exhibit A
                       To Lease Order Terms and Conditions
                  Between American Finance Group, Inc., Lessor,
                         and Ford Motor Company, Lessee,
                              dated April __, 1988.

                             ACCEPTANCE CERTIFICATE

      The undersigned Ford Motor Company ("Lessee"), by its duly authorized
representative whose signature appears below, hereby represents, warrants and
certifies (a) that the Equipment described on the Internal Combustion Truck
Pre-Delivery/Delivery Report has been delivered to and inspected and found
satisfactory by Lessee and is accepted for lease by Lessee under Lease Order No.
_________ and the Lease Order Terms and Conditions dated April __, 1988 as
incorporated therein by reference, as of the Acceptance Date set forth below;
(b) all items of Equipment are new and unused as of the Acceptance Date, except
as otherwise specified, and (c) the representations and warranties of Lessee set
forth in the Lease Order Terms and Conditions are true and correct as of the
date hereof.

                  ACCEPTANCE DATE: ____________________

                                            FORD MOTOR COMPANY


                                            By:_____________________________
                                               Authorized Signer

Accepted and Agreed To:

AMERICAN FINANCE GROUP, INC.


By__________________________________
  Authorized Signer


<PAGE>

        [ATTACH INTERNAL COMBUSTION TRUCK PRE-DELIVERY/DELIVERY REPORT]


<PAGE>

------------------------------------------------------------------------------
DATE DELIVERED  LEASE  SALE  RENTAL  DEMO  HOUR  METER  MODEL  SERIAL NUMBER
                 [ ]   [ ]    [ ]    [ ]
------------------------------------------------------------------------------

                               UNIT CONFIGURATION

ENGINE
  Manufacturer _____________________
  Serial No. _______________________
  Model ____________________________

FUEL
  [ ] Gas   [ ] L.P.G.   [ ] Diesel

DIFFERENTIAL
  [ ] Std.  [ ] Lo-speed

TRANSMISSION
  Manufacturer _____________________
  Serial No. _______________________
  Pt. No. __________________________

TYPE
  [ ] Standard   [ ] Powershift

UPRIGHT
  Lift Height ______________________
  Pt. No. __________________________
  Control No. ______________________
[ ] Int. Free Lift    [ ] Standard
[ ] Free Lift         [ ] 3-Stage
[ ] Wide 3-Stage      [ ] Heavy Duty
[ ] 4-Stage           [ ] SPED
[ ] Other

CYL. ASSY. NO. & MFG. CODE
  Main ____________________________
  Free Lift _______________________

TIRE SIZE AND TYPE
  Drive _________  Steer __________
  [ ] Std.          [ ] Std.
  [ ] Poly          [ ] Poly
  [ ] Other         [ ] Other

CARRIAGE TYPE
  Pt. No. _________________________
  Size ____________________________
  [ ] Hook      [ ] Pin

FORK
  Pt. No. _________________________
  [ ] Hook      [ ] Pin      [ ] Other

ATTACHMENT
  Type ____________________________
  Mfg. ____________________________
  Model ___________________________
  Serial No. ______________________

DEALER INSTALLED OPTIONS OR
ACCESSORIES

___________________________________
___________________________________
___________________________________

                            Pre-Delivery Check List

Mark box with "X" when item is checked and/or corrected per specifications prior
to delivery. Mark box with "O" when item does not apply.

[ ] Engine oil level                       [ ] Inching qualities
[ ] Cooling system fluid level             [ ] Brake operation
[ ] Battery acid level                     [ ] Upright mounting hardware
[ ] Brake fluid level                      [ ] Upright adjustment & lube
[ ] Steering gear oil level                [ ] Tilt limiters correct
[ ] Differential oil level                 [ ] Attachment mounting
[ ] Transmission oil level                 [ ] Steering operation
[ ] Hydraulic system oil level             [ ] Hydraulic system operation
[ ] General lubrication                         (cold)
[ ] Tire inflation (cold)                  [ ] Hydraulic system operation
[ ] Hoses routed properly                       (loaded)
[ ] Air cleaner hose connections           [ ] Attachment operation
[ ] Electrical connections &               [ ] Oil & fluid leaks
      wire routing                         [ ] Engine r.p.m.(idle & governed)
[ ] Horn                                   [ ] Engine starting (hot)
[ ] Warning lights & gauges                [ ] Wheel lugs & axis studs
[ ] Optional equipment                          retorqued
[ ] Engine starting (cold)                 [ ] Unit matches customer specs
[ ] Clutch shifting                        [ ] Condition of paint
[ ] Gear Shifting                          [ ] Name plate correct
                                           [ ] U.L. Tag

Servicemen's Signature: ___________________________________________________
Date: _____________________________________________________________________

CUSTOMER DELIVERY SERVICE CHECK LIST

Review Owners & Operators Guide and Explain
Each Item to the Customer. Mark Each Box With an
"X" When Complete.
[ ] Capacity Limitations
[ ] Operator Safety Rules
[ ] Name Plate Correct
[ ] Location and Use of Instruments & Controls
[ ] Demonstrate Operator Procedures & Techniques
[ ] Routine Maintenance & Lube Requirements
[ ] Operation & Maintenance of Attachment
[ ] Warranty Policy
[ ] Parts Ordering Procedures
[ ] Dealer's After-Delivery Services
[ ] Parts Book Delivered
[ ] Keys Delivered
[ ] O. & O. Guide Delivered
[ ] S.I.O. Package (if applicable)

__________________________________
Dealer

__________________________________
Address

__________________________________
City          State         Zip

At the time of delivery, the Parts Manual, Owner's and
Operator's Guide and Warranty Policy were explained and
delivered. The delivery service was conducted as noted above.


x _______________________     _________________
  Dealer Representative's     Date
           Signature


_______________________________
Owner

_______________________________
Address

_______________________________
City         State         Zip

This machine has been received in satisfactory condition. We
have received the Owner's and Operator's Guide and
instruction regarding the operation, maintenance, safety
practices and warranty policy in accordance with the Delivery
Check List and O & O Guide.


x _________________________    ________________
  Customer Representative's    Date
          Signature

                                  FACTORY COPY
<PAGE>

                                    Exhibit B
                       To Lease Order Terms and Conditions
                  Between American Finance Group, Inc., Lessor,
                         and Ford Motor Company, Lessee,
                              dated April __, 1988.

CONDITION OF EQUIPMENT AT EXPIRATION OF LEASE TERM:

1.    When loaded to its rated capacity, each Unit shall:

      (a)   Start under its own power and idle without water or fuel leaks and
            without oil leaks in excess of one drip per minute.

      (b)   Move through its normal speed ranges in both forward and reverse, in
            normal operating manner.

      (c)   Steer normally right and left in both forward and reverse.

      (d)   Be able to stop with its service brakes within a safe distance, in
            both forward and reverse.

      (e)   Lift, lower, and tilt normally with and without a load a minimum of
            three (3) times. Oil leakage must not be such that there is more
            than one drip per minute. Carriage, lift chains and channel assembly
            shall be in working condition, normal wear and tear excepted.

      (f)   Electric trucks, if purchased with batteries, must be returned with
            batteries that are capable of sustaining a charge that will permit
            use of the equipment for an eight (8) hour shift.

      (g)   All motors shall operate without arcing and/or sparking.

2.    Each Unit's attachment(s), if any, shall perform all of its required
      functions, and each Unit's horn, parking brake, and lights shall be
      operational.

3.    Each Unit shall have tires with at least thirty-five percent (35%)
      remaining tread, and without flat spots. Chunking shall be permitted, but
      there shall be no chunks larger than a half dollar in size.

4.    Each Unit shall be complete with all parts and pieces.
<PAGE>

[LOGO] American Finance Group(SM)

                                   May 9. 1989

Mr. Robert Cronan
Buyer - Plant Equipment and Sales Section
Facilities and Tools Purchasing
FORD MOTOR COMPANY
The American Road
FMCC Bldg., Room 2421
Dearborn, MI 48121-1705

      Re:   Lease Order Terms and Conditions dated as of April 5, 1988 between
            Ford Motor Company, as lessee ("Ford") and American Finance Group,
            as lessor ("AFG")

Dear Bob:

      An oversight has come to our attention in connection with the referenced
Lease Order Terms and Conditions, which we intend to correct by this letter if
it is acceptable to you.

      Section 9 of the Lease Order Terms and Conditions, which apply to all
Lease/Purchase Orders, provides procedures to follow in the event that any item
of equipment is destroyed, lost or requisitioned by the government. It states
that Ford may either replace the destroyed item of equipment or, at Ford's
option, pay AFG an agreed-upon amount as the casualty value of the destroyed
equipment. That agreed-upon amount, or "Casualty Value," was to be spelled out
in each Lease/Purchase Order.

      We understand that, to meet its equipment needs, Ford is likely to replace
any destroyed equipment rather than do without. However, it has been our
oversight that in using your form of Lease/Purchase Order we have not been
furnishing the Casualty Values for each item of equipment subject to the orders.

      Attached please find two schedules, Casualty Value Schedule A (for
three-year leases) and Casualty Value Schedule B (for five-year leases). These
schedules provide a declining percentage value, based on original equipment
cost, of equipment over the course of a three or five year lease. For the sake
of simplicity, we suggest that these Casualty Value Schedules be incorporated by
amendment into all existing Lease/Purchase Orders and apply automatically to
all future Lease/Purchase Orders unless we specifically agree otherwise.

      Nothing in this letter is intended to impair Ford's ability to replace
destroyed equipment as provided in the Lease Order Terms and Conditions rather
than to pay the Casualty Value based on the attached formulas.


<PAGE>

[LOGO] Mr. Robert Cronan
       May 9, 1989

      Please let me know at your earliest convenience if the attached values and
the proposal set out in this letter are acceptable to you. If the values and
this letter are acceptable, please sign the enclosed counterpart of this letter
and return it to Eileen Waters' attention as soon as possible.

      Thanks for your help in resolving this issue.

                                          Best regards,


                                          /s/ David W. Parr

                                          David W. Parr
                                          Associate General Counsel
                                          and Vice President

Accepted and Agreed to:

FORD MOTOR COMPANY


By: /s/ R. R. Cronan
    -----------------------
    R. R. Cronan

Title: Buyer
       --------------------


<PAGE>

                               FORD MOTOR COMPANY

                                 CASUALTY VALUES

                    (Stated as Percentage of Equipment Cost

  AFTER
 PRIMARY
  TERM                                                      CASUALTY
 PAYMENT NO.                                                  VALUE
------------                                                --------
  Prior to 1                                                 112.00
          1                                                  110.98
          2                                                  109.94
          3                                                  108.89
          4                                                  107.83
          5                                                  106.75
          6                                                  105.66
          7                                                  104.55
          8                                                  103.43
          9                                                  102.29
         10                                                  101.14
         11                                                   99.97
         12                                                   98.78
         13                                                   97.58
         14                                                   96.37
         15                                                   95.13
         16                                                   93.88
         17                                                   92.62
         18                                                   91.33
         19                                                   90.03
         20                                                   88.71
         21                                                   87.38
         22                                                   86.02
         23                                                   84.65
         24                                                   83.26
         25                                                   81.85
         26                                                   80.42
         27                                                   78.97
         28                                                   77.51
         29                                                   76.02
         30                                                   74.51
         31                                                   72.99
         32                                                   71.44
         33                                                   69.87
         34                                                   68.28
         35                                                   66.67
         36                                                   65.00


<PAGE>

                               FORD MOTOR COMPANY

                                 CASUALTY VALUES

                    (Stated as Percentage of Equipment Cost)

         AFTER                                      AFTER
        PRIMARY                                    PRIMARY
          TERM                CASUALTY               TERM               CASUALTY
       PAYMENT NO.             VALUE              PAYMENT NO.            VALUE
       -----------            --------            -----------           --------

         Prior to 1            112.00
                 1             111.34                      31              86.32
                 2             110.66                      32              85.29
                 3             109.98                      33              84.25
                 4             109.28                      34              83.19
                 5             108.58                      35              82.12
                 6             107.86                      36              81.03
                 7             107.14                      37              79.93
                 8             106.41                      38              78.82
                 9             105.66                      39              77.68
                10             104.90                      40              76.54
                11             104.14                      41              75.37
                12             103.36                      42              74.19
                13             102.57                      43              73.00
                14             101.77                      44              71.78
                15             100.96                      45              70.55
                16             100.14                      46              69.31
                17              99.31                      47              68.04
                18              98.46                      48              66.76
                19              97.60                      49              65.46
                20              96.73                      50              64.15
                21              95.85                      51              62.81
                22              94.96                      52              61.46
                23              94.05                      53              60.09
                24              93.13                      54              58.70
                25              92.20                      55              57.29
                26              91.25                      56              55.86
                27              90.29                      57              54.41
                28              89.32                      58              52.94
                29              88.33                      59              51.46
                30              87.33                      60              50.00