<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A891112101RN1
           (the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
    TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")

LESSOR                                       LESSEE

AMERICAN INCOME PARTNERS V-D                 MOBIL OIL CORPORATION
LIMITED PARTNERSHIP                          PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP                    P0 BOX 430
98 NORTH WASHINGTON STREET                   PAULSBORO, NJ 08066
BOSTON, MA 02114

1.    LEASE TERM. PAYMENT DATES.

      This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.

2.    BASIC RENT.

      Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.

3.    SPECIAL MAINTENANCE, RETURN CONDITIONS.

      Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:

      Lessee will cause the Equipment to be properly and lawfully titled and
      registered at all times in the name of AFG Trust in care of Lessee
      reflecting as first lienholder the party designated by Lessor, from time
      to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
      for the express and limited purpose of effecting and maintaining such
      titles and registrations. The Equipment is not to be removed from the
      location specified on the attached Schedule B (other than on a temporary
      basis in the normal course of Lessee's business) without the prior written
      consent of Lessor, and in no event may the Equipment be moved (other than
      on a temporary basis in the normal course of Lessee's business) to a
      location outside the continental United States.

      In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:

      Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in

<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A891112101RN1
                                    PAGE TWO

total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.

      Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.

      If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.

4.    STIPULATED LOSS VALUE

      Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.

5.    ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.

      The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.

      The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.

AMERICAN INCOME PARTNERS V-D                MOBIL OIL CORPORATION            
LIMITED PARTNERSHIP                         LESSEE                           
LESSOR                                                                       
                                            BY: /s/ [ILLEGIBLE] 4/2/97       
BY: AFG LEASING IV INCORPORATED                 ---------------------------- 
TITLE: GENERAL PARTNER                                                       
                                            TITLE: SOURCING SPECIALIST       
BY: /s/ Gail Ofgant                                ------------------------- 
    ----------------------------            

TITLE: VICE PRESIDENT
       -------------------------

      COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
      TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
      THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
      THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
      1

<PAGE>

LLR4OD-01             EQUIS FINANCIAL GROUP              3/27/97 16:36:27 PAGE 1

                     Schedule A - Rental Schedule Economics

LESSEE:        MOBIL OIL CORPORATION
LESSOR:        EQUIS FINANCIAL GROUP

RENTAL SCHEDULE:                        A891112101RN1
LEASE TERM (months):                           24
PRIMARY START DATE:                     3/01/1997
LEASE EXPIRATION DATE:                  2/28/1999
PAYMENT FREQUENCY:                        MONTHLY
ADVANCE/ARREARS:                          ADVANCE
LEASE RATE:                            .011599723
PER DIEM LEASE RATE:                   .000386657
PERIODIC RENT:                            $670.00
NUMBER OF PAYMENTS:                            24
TOTAL INTERIM RENT:                          $.00
PAYMENT COMMENCEMENT DATE:              3/01/1997
TOTAL EQUIPMENT COST:                  $57,760.00

DOCUMENTATION FEE:                        $0.00
                                          -----

     JKE 4/2/97              LESSEE INITIALS
------------------------
       GDO                   LESSOR INITIALS
------------------------

ATF#: M02-95RMKT

<PAGE>

LLR41D-01             EQUIS FINANCIAL GROUP              3/27/97 16:36:32 PAGE 1

                        Schedule B Equipment Description

LESSEE: MOBIL OIL CORPORATION

                RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: A891112101RN1

LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
                                                                             Acceptance
Equipment Cost  Serial Number   Year Manufacturer       Model       Type     Date
---------------------------------------------------------------------------------------
<S>               <C>             <C>              <C>             <C>       <C> 
   5,776.00       A1129833        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1134733        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1137031        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1137033        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1139426        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1155504        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1155506        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1155508        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1156102        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
   5,776.00       A1156107        FLAME WELDING    LINCOLN SA-200  WELDER    3/01/1997
-----------
  57,760.00 Total for Location P0 BOX 430           PAULSBORO           NJ 08066
===========
  57,760.00 Total Equipment Cost
</TABLE>

<PAGE>


      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. B891112101RN1
           (the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
    TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")

LESSOR                                       LESSEE

AMERICAN INCOME PARTNERS V-D                 MOBIL OIL CORPORATION
LIMITED PARTNERSHIP                          PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP                    P0 BOX 430
98 NORTH WASHINGTON STREET                   PAULSBORO, NJ 08066
BOSTON, MA 02114

1.    LEASE TERM. PAYMENT DATES.

      This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.

2.    BASIC RENT.

      Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.

3.    SPECIAL MAINTENANCE, RETURN CONDITIONS.

      Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:

      Lessee will cause the Equipment to be properly and lawfully titled and
      registered at all times in the name of AFG Trust in care of Lessee
      reflecting as first lienholder the party designated by Lessor, from time
      to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
      for the express and limited purpose of effecting and maintaining such
      titles and registrations. The Equipment is not to be removed from the
      location specified on the attached Schedule B (other than on a temporary
      basis in the normal course of Lessee's business) without the prior written
      consent of Lessor, and in no event may the Equipment be moved (other than
      on a temporary basis in the normal course of Lessee's business) to a
      location outside the continental United States.

      In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:

      Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in

<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. B891112101RN1
                                    PAGE TWO

total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.

      Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.

      If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.

4.    STIPULATED LOSS VALUE

      Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.

5.    ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.

      The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.

      The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.

AMERICAN INCOME PARTNERS V-D             MOBIL OIL CORPORATION            
LIMITED PARTNERSHIP                      LESSEE                           
LESSOR                                                                    
                                         BY: /s/ [ILLEGIBLE] 4/2/97       
BY: AFG LEASING IV INCORPORATED              ---------------------------- 
TITLE: GENERAL PARTNER                                                    
                                         TITLE: SOURCING SPECIALIST       
BY: /s/ Gail Ofgant                             ------------------------- 
    ----------------------------         

TITLE: VICE PRESIDENT
       -------------------------

      COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
      TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
      THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
      THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
      1

<PAGE>

LLR4OD-01             EQUIS FINANCIAL GROUP              3/27/97 16:36:39 PAGE 1

                     Schedule A - Rental Schedule Economics

LESSEE:        MOBIL OIL CORPORATION
LESSOR:        EQUIS FINANCIAL GROUP

RENTAL SCHEDULE:                    B891112101RN1
LEASE TERM (months):                           24
PRIMARY START DATE:                     3/01/1997
LEASE EXPIRATION DATE:                  2/28/1999
PAYMENT FREQUENCY:                        MONTHLY
ADVANCE/ARREARS:                          ADVANCE
LEASE RATE:                            .011626879
PER DIEM LEASE RATE:                   .000397563
PERIODIC RENT:                            $450.00
NUMBER OF PAYMENTS:                            24
TOTAL INTERIM RENT:                         $ .00
PAYMENT COMMENCEMENT DATE:              3/01/1997
TOTAL EQUIPMENT COST:                  $38,703.42

DOCUMENTATION FEE:                        $0.00
                                          -----

     JKE 4/2/97              LESSEE INITIALS
------------------------
       GDO                   LESSOR INITIALS
------------------------

ATF#: M02-95RMKT

<PAGE>

LLR41D-01             EQUIS FINANCIAL GROUP              3/27/97 16:36:41 PAGE 1

                        Schedule B Equipment Description

LESSEE: MOBIL OIL CORPORATION     

                RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B891112101RN1

LESSOR: EQUIS FINANCIAL GROUP

<TABLE>
<CAPTION>
                                                                             Acceptance
Equipment Cost  Serial Number   Year Manufacturer       Model       Type     Date
---------------------------------------------------------------------------------------
<S>                <C>            <C>               <C>            <C>       <C> 
   4,974.92        A1155951       FLAME WELDING     Lincoln D-10   WELDER    3/01/1997
   4,974.92        A1155963       FLAME WELDING     Lincoln D-10   WELDER    3/01/1997
   4,974.92        A1157042       FLAME WELDING     Lincoln D-1O   WELDER    3/01/1997
   4,974.92        A1157050       FLAME WELDING     Lincoln D-10   WELDER    3/01/1997
   4,974.92        A1157051       FLAME WELDING     Lincoln D-10   WELDER    3/01/1997
  13,828.82        A1152186       FLAME WELDING     Lincoln SAM    WELDER    3/01/1997
-----------
  38,703.42 Total for Location P0 BOX 430           PAULSBORO           NJ 08066
===========
  38,703.42 Total Equipment Cost
</TABLE>

<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. C891112101RN1
           (the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
    TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")

LESSOR                                       LESSEE

AMERICAN INCOME PARTNERS V-D                 MOBIL OIL CORPORATION
LIMITED PARTNERSHIP                          PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP                    P0 BOX 430
98 NORTH WASHINGTON STREET                   PAULSBORO, NJ 08066
BOSTON, MA 02114

1.    LEASE TERM. PAYMENT DATES.

      This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.

2.    BASIC RENT.

      Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.

3.    SPECIAL MAINTENANCE, RETURN CONDITIONS.

      Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:

      Lessee will cause the Equipment to be properly and lawfully titled and
      registered at all times in the name of AFG Trust in care of Lessee
      reflecting as first lienholder the party designated by Lessor, from time
      to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
      for the express and limited purpose of effecting and maintaining such
      titles and registrations. The Equipment is not to be removed from the
      location specified on the attached Schedule B (other than on a temporary
      basis in the normal course of Lessee's business) without the prior written
      consent of Lessor, and in no event may the Equipment be moved (other than
      on a temporary basis in the normal course of Lessee's business) to a
      location outside the continental United States.

      In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:

      Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in

<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. C891112101RN1
                                    PAGE TWO

total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.

      Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.

      If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.

4.    STIPULATED LOSS VALUE

      Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.

5.    ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.

      The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.

      The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.

AMERICAN INCOME PARTNERS V-D                MOBIL OIL CORPORATION           
LIMITED PARTNERSHIP                         LESSEE                          
LESSOR                                                                      
                                            BY: /s/ [ILLEGIBLE] 4/2/97      
BY: AFG LEASING IV INCORPORATED                 ----------------------------
TITLE: GENERAL PARTNER                                                      
                                            TITLE: SOURCING SPECIALIST      
BY: /s/ Gail Ofgant                                -------------------------
    ----------------------------            

TITLE: VICE PRESIDENT
       -------------------------

      COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
      TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
      THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
      THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
      1

<PAGE>

LLR4OD-01             EQUIS FINANCIAL GROUP              3/27/97 16:36:59 PAGE 1

                     Schedule A - Rental Schedule Economics

LESSEE:       MOBIL OIL CORPORATION
LESSOR:       EQUIS FINANCIAL GROUP

RENTAL SCHEDULE:                     C891112101RN1
LEASE TERM (months):                            24
PRIMARY START DATE:                      3/01/1997
LEASE EXPIRATION DATE:                   2/28/1999
PAYMENT FREQUENCY:                         MONTHLY
ADVANCE/ARREARS:                           ADVANCE
LEASE RATE:                             .014144578
PER DIEM LEASE RATE:                    .000471486
PERIODIC RENT:                             $920.00
NUMBER OF PAYMENTS:                             24
TOTAL INTERIM RENT:                           $.00
PAYMENT COMMENCEMENT DATE:               3/01/1997
TOTAL EQUIPMENT COST:                   $65,042.59

DOCUMENTATION FEE:                        $0.00
                                          -----

     JKE 4/2/97              LESSEE INITIALS
------------------------
       GDO                   LESSOR INITIALS
------------------------

ATF#: M02-95RMKT

<PAGE>

LLR41D-01             EQUIS FINANCIAL GROUP              3/27/97 16:37:01 PAGE 1

                        Schedule B Equipment Description

LESSEE: MOBIL OIL CORPORATION      

                RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: C891112101RN1

LESSOR: EQUIS FINANCIAL GROUP

<TABLE>
<CAPTION>
                                                                                  Acceptance
Equipment Cost    Serial Number       Year Manufacturer     Model       Type         Date
--------------------------------------------------------------------------------------------
<S>             <C>                 <C>                     <C>     <C>            <C>      
   13,710.50    1FTFE24Y3LHA72198   1990 FORD               E252    VAN            3/01/1997
   51,332.09    1FDXD8OU5LVA22728   1990 RICE AND HOLMAN    C8000   LUGGER TRUCK   3/01/1997
------------
   65,042.59 Total for Location P0 BOX 430          PAULSBORO           NJ 08066
============
   65,042.59 Total Equipment Cost
</TABLE>


<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. D891112101RN1
           (the "Renewal Rental Schedule") DATED AS OF' MARCH 1, 1997
    TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")

LESSOR                                       LESSEE

AMERICAN INCOME PARTNERS V-D                 MOBIL OIL CORPORATION
LIMITED PARTNERSHIP                          PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP                    P0 BOX 430
98 NORTH WASHINGTON STREET                   PAULSBORO, NJ 08066
BOSTON, MA 02114

1.    LEASE TERM. PAYMENT DATES.

      This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.

2.    BASIC RENT.

      Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.

3.    SPECIAL MAINTENANCE, RETURN CONDITIONS.

      Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:

      Lessee will cause the Equipment to be properly and lawfully titled and
      registered at all times in the name of AFG Trust in care of Lessee
      reflecting as first lienholder the party designated by Lessor, from time
      to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
      for the express and limited purpose of effecting and maintaining such
      titles and registrations. The Equipment is not to be removed from the
      location specified on the attached Schedule B (other than on a temporary
      basis in the normal course of Lessee's business) without the prior written
      consent of Lessor, and in no event may the Equipment be moved (other than
      on a temporary basis in the normal course of Lessee's business) to a
      location outside the continental United States.

      In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:

      Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in

<PAGE>

      RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. D891112101RN1
                                    PAGE TWO

total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.

      Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.

      If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.

4.    STIPULATED LOSS VALUE

      Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.

5.    ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.

      The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.

      The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.

AMERICAN INCOME PARTNERS V-D              MOBIL OIL CORPORATION           
LIMITED PARTNERSHIP                       LESSEE                          
LESSOR                                                                    
                                          BY: /s/ [ILLEGIBLE] 4/2/97      
BY: AFG LEASING IV INCORPORATED               ----------------------------
TITLE: GENERAL PARTNER                                                    
                                          TITLE: SOURCING SPECIALIST      
BY: /s/ Gail Ofgant                              -------------------------
    ----------------------------          

TITLE: VICE PRESIDENT
       -------------------------

      COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
      TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
      THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
      THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
      1

<PAGE>

LLR40D-01             EQUIS FINANCIAL GROUP              3/27/97 16:37:29 PAGE 1

                     Schedule A - Rental Schedule Economics

LESSEE:        MOBIL OIL CORPORATION
LESSOR:        EQUIS FINANCIAL GROUP

RENTAL SCHEDULE:                      D891112101RN1
LEASE TERM (months):                           24
PRIMARY START DATE:                     3/01/1997
LEASE EXPIRATION DATE:                  2/28/1999
PAYMENT FREQUENCY:                        MONTHLY
ADVANCE/ARREARS:                          ADVANCE
LEASE RATE:                            .015818113
PER DIEM LEASE RATE:                   .000527270
PERIODIC RENT:                            $750.00
NUMBER OF PAYMENTS:                            24
TOTAL INTERIM RENT:                          $.00
PAYMENT COMMENCEMENT DATE:              3/01/1997
TOTAL EQUIPMENT COST:                  $47,414.00

DOCUMENTATION FEE:                        $0.00
                                          -----

     JKE 4/2/97              LESSEE INITIALS
------------------------
       GDO                   LESSOR INITIALS
------------------------

ATF#: M02-95RMKT

<PAGE>

LLR41D-01             EQUIS FINANCIAL GROUP              3/27/97 16:37:30 PAGE 1

                        Schedule B Equipment Description

LESSEE: MOBIL OIL CORPORATION     

                RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: D891112101RN1

LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
                                                                             Acceptance
Equipment Cost    Serial Number     Year Manufacturer    Model      Type        Date
---------------------------------------------------------------------------------------
<S>             <C>                 <C>                  <C>     <C>         <C>    
   47,414.00    1FDXD80U7LVA22729   1990 FORD            C8000   DUMP TRUCK  3/01/1997
------------
   47,414.00 Total for Location P0 BOX 430          PAULSBORO           NJ 08066
============
   47,414.00 Total Equipment Cost
</TABLE>

<PAGE>

                  MOBIL OIL CORPORATION
                  P0 BOX 429
Mobil             PAULSBORO, NJ 08066                             purchase order

--------------------------------------------------------------------------------
DATE

   02/24/97
--------------------------------------------------------------------------------
DELIVERY REQUIRED BY

   02/24/97
--------------------------------------------------------------------------------
PAYMENT TERMS

   0.00%- 0 / NET 30
--------------------------------------------------------------------------------
TAX STATUS

   TAXABLE
--------------------------------------------------------------------------------
ORDER NO.

   D561794
--------------------------------------------------------------------------------
FOB

   ORIGIN
--------------------------------------------------------------------------------
DELIVERY TERMS

   PREPAY AND ADD
--------------------------------------------------------------------------------
SHIP

   VIA BEST WAY
--------------------------------------------------------------------------------
PLEASE ENTER OUR ORDER FOR THE FOLLOWING, SUBJECT TO TERMS AND CONDITIONS SET
FORTH IN THIS ORDER AND ON THE REVERSE SIDE HEREOF. IMPORTANT -- THIS ORDER
EXPRESSLY LIMITS ACCEPTANCE TO TERMS AND CONDITIONS STATED HEREIN, AND ANY
ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY THE SELLER ARE REJECTED
UNLESS EXPRESSLY AGREED TO BY BUYER IN WRITING. IF SELLER COMMENCES SHIPMENT
PURSUANT TO THIS PURCHASE ORDER, THEN SELLER SHALL AS OF THE DATE SELLER HAS
COMMENCED SHIPMENT, BE DEEMED TO HAVE AGREED TO AND ACCEPTED THIS PURCHASE ORDER
IN ITS ENTIRETY, INCLUDING ITS TERMS AND CONDITIONS AS HEREINABOVE SET FORTH AND
AS SET FORTH ON THE REVERSE SIDE HEREOF.
--------------------------------------------------------------------------------
TO:  EQUIS FINANCIAL GROUP 
     98 N WASHINGTON ST
     BOSTON           MA 02114-1918
--------------------------------------------------------------------------------
SHIP TO:  MOBIL OIL CORPORATION
          PAULSBORO REFINERY
          800 BILLINGSPORT ROAD
          PAULSBORO, N.J. 08066
--------------------------------------------------------------------------------
              MOBIL                                                       UNIT
ITEM QTY UNIT CODE                      DESCRIPTION                       PRICE
--------------------------------------------------------------------------------

001  24  MO   920962  LEASING, SPECIFY IN ACCORDANCE WITH THE FOLLOWING: 750.000
                      MR 855 1990 DUMP TRUCK 1FDXD8OU7LVA22729 $750/MO

                              *** END OF ORDER ***
--------------------------------------------------------------------------------
IMPORTANT:

INVOICES MUST BE RENDERED IN DUPLICATE TO PURCHASING DEPARTMENT AT THE ABOVE
ADDRESS.

SHOW ORDER NUMBER ON ALL PACKAGES, INVOICES, PACKING LISTS AND SHIPPER'S
RECEIPTS. 

ATTACH ORIGINAL SIGNED DELIVERY RECEIPT, BILL OF LADING OR EXPRESS RECEIPT AND
RECEIPTED BILL FOR PREPAID TRANSPORTATION TO INVOICE.

PRICES SHOWN SHALL BE FOR PRODUCT ONLY. APPLICABLE TAXES SHALL BE STATED
SEPARATELY.

ALL NORMAL DELIVERIES SHALL BE SCHEDULED BETWEEN 07:30 AM. AND 04:00 P.M.,
MONDAY THROUGH FRIDAY.
--------------------------------------------------------------------------------

|_| CONFIRMING ORDER - DO NOT DUPLICATE               PURCHASING DEPARTMENT

ATTENTION OF:                                         BY: /s/ [ILLEGIBLE]
             --------------------------                   ----------------------
                                                          LAURA ANDRUKAITIS
--------------------------------------------------------------------------------
                                                          (609) 224-2344
<PAGE>

                              TERMS AND CONDITIONS

1.    Seller warrants free and clear title to all products delivered hereunder
      and further warrants that such products shall be merchantable, free from
      defects in workmanship, material or design (other than Buyer's design) and
      shall conform either to the description and specifications herein set
      forth or to a sample to be supplied to Buyer.

2.    Seller warrants that the products, in the form delivered to Buyer, are
      free from any valid claim for patent infringement and that any labels or
      trademarks affixed thereto by or on behalf of Seller are free from any
      valid claim for copyright or trademark infringement and agrees to save and
      hold harmless and indemnify Buyer against such infringement liability
      based upon Buyer's possession or resale thereof without alteration.

3.    The services provided hereunder and any materials furnished in connection
      therewith shall be free from defects in materials and workmanship for a
      period of at least one year after delivery/performance and acceptance
      unless a longer warranty period is provided by the equipment warranty or
      by law, in which case the longer warranty period will apply. Should
      Seller's services and/or material prove to be defective within said
      applicable warranty period. Seller agrees to replace or repair said
      materials or correct such services to Buyer's satisfaction, upon receipt
      of written notice from Buyer and without cost to Buyer. Should Seller or
      its authorized agent or representative be required to enter upon Buyer's
      premises in order to repair or replace any defective materials or
      services. Seller agrees to protect, defend, indemnify and save Buyer
      harmless from and against any claim, demand, liability, loss or injury
      resulting from acts of Seller or its authorized agents or representatives
      in performing such replacement or repair or corrective services under this
      paragraph.

4.    Seller shall not be liable for failure to deliver products when prevented
      by any cause beyond its control, and Buyer shall not be liable for failure
      to accept products when prevented from receiving or using them in
      customary manner by any cause beyond its control. A party who is prevented
      from performing for any reason provided for herein shall immediately
      notify the other party of the cause for such non-performance and the
      anticipated extent of the delay.

5.    Buyer shall pay all taxes which under applicable statutes Buyer is
      required to pay. Seller's invoices shall specify each category of taxes 
      which Buyer is required to pay. Buyer may require Seller to provide
      documentation satisfactory to Buyer which establishes Buyer's statutory
      liability to pay such taxes. If Seller fails to submit such documentation,
      Buyer shall not be obligated to pay any charges for such taxes. The
      documentation which may be required by Buyer shall not be required in
      connection with sales or use taxes unless Buyer questions the
      applicability of such a tax.

6.    Invoices shall be mailed at time of shipment and cash discount period will
      be computed from the date invoice is received. Terms shall be as set forth
      on the face hereof.

7.    All freight charges shall be prepaid, unless otherwise stated. Risk of
      loss and title to the product shall pass at delivery points specified
      herein -- on loading where delivery is at shipping point and on unloading
      where delivery is at destination.

8.    Time is of the essence in this contract, and failure by Seller to complete
      delivery of the products herein ordered within the time specified, or
      within a reasonable time if no time is specified herein, shall, at the
      option of Buyer, without liability, in addition to Buyer's other rights or
      remedies, relieve Buyer of any obligation to accept and pay for any such
      products.

9.    Products purchased hereunder are subject to inspection and approval at
      Buyer's destination. Buyer reserves the right to reject and refuse
      acceptance of products which are not in accordance with any instructions,
      specifications, drawing and data or Seller's warranties (express or
      implied). Products not accepted will be held for Seller's instruction at
      Seller's risk and, if Seller so instructs, will be returned to Seller at
      Seller's expense. Payment for any products hereunder shall not be deemed
      an acceptance thereof and is without prejudice to any and all claims that
      Buyer may have against Seller.

10.   Seller warrants that the products sold or services furnished under this
      contract have been produced or furnished in full and complete compliance
      with all applicable laws and regulations including, but not limited to,
      the Fair Labor Standards Act as amended; Executive Order No. 11246 (Equal
      Employment Opportunity); Executive Order No. 11701 (Listing of Job
      Openings for Disabled Veterans and Veterans of the Vietnam Era); Executive
      Order No. 11758 (Employment of the Handicapped); Executive Order No. 12138
      (Utilization of Women Owned Firms); and the Small Business Act (15 USC
      Section 631 et reg.) related to the utilization of Small Business Concerns
      and Small Business Concerns owned and controlled by Socially and
      Economically Disadvantaged Individuals and Labor Surplus Area Concerns and
      all rules and regulations promulgated thereunder as aid order laws, rules
      and regulations may be amended, modified and/or superseded, all of which
      are hereby incorporated by reference. Seller further agrees to execute,
      upon Buyer's request, Buyer's standard form of Certification of Compliance
      covering the aforesaid Executive Orders, which Certification of Compliance
      form, upon execution by Seller shall become a part hereof without further
      references thereto.

11.   Seller assumes all risk of loss of or damage to any property of Buyer
      entrusted to Seller while in Seller's possession or otherwise under
      Seller's control. In the event of loss or irreparable damage, Seller shall
      promptly reimburse Buyer for the value of the article. Any other damage
      shall be promptly repaired by Seller at Seller's expense.

12.   If this order is given pursuant to any existing contract, it is also
      subject to the terms of such contract, and such terms shall control in the
      case of any conflict with the provisions hereof.

13.   Neither this contract nor the obligation of Seller to perform hereunder
      shall be assigned or delegated by Seller without Buyer's consent. Waiver
      by either party of any default by the other hereunder shall not be deemed
      a waiver by such party of any other subsequent default. None of the
      provisions, terms and conditions contained in this contract may be added
      to, modified, superseded or otherwise altered except by a written
      instrument signed by Buyer's authorized representative, and each shipment
      received by Buyer from Seller shall be deemed to be only upon the terms
      and conditions contained herein regardless of any contrary or additional
      provisions contained in any acknowledgement, invoice or other form of
      Seller and notwithstanding Buyer's act of accepting or paying for any
      shipment or similar act of Buyer.

14.   To the extent that it is within Seller's control, Seller warrants that the
      items sold under this agreement comply in all respects with the
      Occupational Safety and Health Act and all applicable Regulations,
      Rulings, Orders and Standards, promulgated thereunder. Seller agrees to
      hold Mobil Corporation and/or its subsidiary and/or affiliated companies
      harmless from any and all liabilities, claims, fines, penalties, including
      reasonable costs and settlements, which may arise out of the delivery by
      Seller of items which do not meet these requirements.

15.   Seller warrants and represents that any and all products sold and
      delivered hereunder will substantially comply with all applicable federal,
      state, and municipal laws and regulations (including but not limited to
      any disclosure requirements related to hazardous materials) relating to
      the manufacture, sale, and/or delivery of such products and including the
      IATA's restricted articles and radioactive materials regulations issued by
      the International Air Transport Associations for air shipments. Seller
      agrees to provide Buyer, upon Buyer's written request, all information
      which will reasonably assist Buyer in the safe handling and use of any
      product sold and delivered hereunder. Seller hereby agrees to hold Buyer
      harmless from any and all claims (justified or otherwise), legal actions,
      final judgements, reasonable attorneys fees, civil fines and/or any other
      losses which Buyer may incur as a result of the manufacture, sale and/or
      delivery to Buyer hereunder of a product or products which do not meet the
      requirements of any and/or all of the aforementioned laws and/or
      regulations.

16.   Buyer has the right to terminate this contract in whole or in part at any
      time by written notice to Seller. In such event, Seller may claim only
      properly supported out-of-pocket costs plus a reasonable amount of
      demonstrable related charges for the work already performed, all to be
      determined in accordance with generally accepted accounting procedures.
      For specially prepared products, unique to Buyer's order, any partially
      completed work or raw materials whose full costs are included in the
      termination charges shall be identified in writing and held by Seller for
      disposition in accordance with Buyer's written instructions.
      Notwithstanding the foregoing, Buyer reserves the right to cancel all or
      any part of the undelivered portion of this order, without liability, in
      addition to Buyers other rights and remedies, if Seller breaches any of
      the terms and conditions herein.

17.   The domestic laws (including the Uniform Commercial Code) of the State of
      New York, to whose jurisdiction the parties hereto submit, shall govern
      this Contract, the performance thereof and all aspects of any disputes
      arising therefrom. The United Nation's Convention on Contract for the
      International Sale of Goods (1980) shall not govern this Contract or the
      performance thereof or any aspect of any dispute arising therefrom.