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397G

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


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      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 jurisdication
            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


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            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


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      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 Lessees 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.


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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


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            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.


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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 falls 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


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      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 qualified 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;


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      (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 hereafter in 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, trustee, 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.


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      (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 repossession 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
          ------------------------               -------------------------------
                                                    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


0250F


<PAGE>

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


<PAGE>

<TABLE>
<CAPTION>
[ILLEGIBLE]
------------------------------------------------------------------------------------------------------------------------------------
DATE DELIVERED           LEASE          SALE           RENTAL            DEMO        HOUR METER         MODEL         SERIAL NUMBER
                          |_|            |_|             |_|              |_|
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                             <C>
ENGINE                                       UPRIGHT                                         CARRIAGE TYPE
  Manufacturer ____________________            Lift Height __________________________          Pt. No. _____________________________
  Serial No. ______________________            Pt. No. ______________________________          Size ________________________________
  Model ___________________________            Control No. __________________________          |_| Hook    |_| Pin
                                               |_| Int. Free Lift  |_| Standard
FUEL                                           |_| Free Lift       |_| 3-Stage               FORK
  |_| Gas   |_| L.P.G.   |_| Diesel            |_| Wide 3-Stage    |_| Heavy Duty              Pt. No. _____________________________
                                               |_| 4-Stage         |_| SPED                    |_| Hook    |_| Pin    |_| Other
DIFFERENTIAL                                   |_| Other
  |_| Std.    |_| Lo-speed                                                                   ATTACHMENT
                                             CYL. ASSY. NO. & MFG. CODE                        Type ________________________________
TRANSMISSION                                   Main _________________________________          Mfg. ________________________________
  Manufacturer ____________________            Free Lift ____________________________          Model _______________________________
  Serial No. ______________________                                                            Serial No. __________________________
  Pt. No. _________________________          TIRE SIZE AND TYPE
                                               Drive ____________  Steer ____________            DEALER INSTALLED OPTIONS OR
TYPE                                           |_| Std. _________  |_| Std. _________                    ACCESSORIES
  |_| Standard   |_| Powershift                |_| Poly _________  |_| Poly _________        _______________________________________
                                               |_| Other ________  |_| Other ________        _______________________________________
                                                                                             _______________________________________

<CAPTION>
-------------------------------------------------------------------------
                       Pre-Delivery Check List

Mark box with "X" when item is checked and/or corrected per specifi-         -------------------------------------------------------
cations prior to delivery.  Mark box with "O" when item does not apply.                  CUSTOMER DELIVERY SERVICE CHECK LIST
<S>                                <C>                                         <C>
|_| Engine oil level               |_| Inching qualities                       Review Owners & Operators Guide and Explain
|_| Cooling system fluid level     |_| Brake operation                         Each Item to the Customer.  Mark Each Box With an
|_| Battery acid level             |_| Upright mounting hardware               "X" When Complete.
|_| Brake fluid level              |_| Upright adjustment & lube
|_| Steering gear oil level        |_| Tilt limiters correct                   |_| Capacity Limitations
|_| Differential oil level         |_| Attachment mounting                     |_| Operator Safety Rules
|_| Transmission oil level         |_| Steering operation                      |_| Name Plate Correct
|_| Hydraulic system oil level     |_| hydraulic system operation              |_| Location and Use of Instruments & Controls
|_| General lubrication                 (cold)                                 |_| Demonstrate Operator Procedures & Techniques
|_| Tire inflation (cold)          |_| Hydraulic system operation              |_| Routine Maintenance & Lube Requirements
|_| Hoses routed properly               (loaded)                               |_| Operation & Maintenance of Attachment
|_| Air cleaner hose connections   |_| Attachment operation                    |_| Warranty Policy
|_| Electrical connections &       |_| Oil & fluid leaks                       |_| Parts Ordering Procedures
     wire routing                  |_| Engine r.p.m. (idle &                   |_| Dealer's After-Delivery Services
|_| Horn                                governed)                              |_| Parts Book Delivered
|_| Warning lights & guages        |_| Engine starting (hot)                   |_| Keys Delivered
|_| Optional equipment             |_| Wheel lugs & axle studs                 |_| O. & O. Guide Delivered
|_| Engine starting (cold)              retorqued                              |_| S.I.O. Package (if applicable)
|_| Clutch operation               |_| Unit matches customer specs           -------------------------------------------------------
|_| Gear shifting                  |_| Condition of paint
                                   |_| Name plate correct
                                   |_| U.L. Tag

Serviceman's Signature ______________________________
Date ____________________________________

-------------------------------------------------------------------------

<CAPTION>
<S>                                                                   <C>

                                                                      ______________________________________________________________
                                                                      Owner
______________________________________________________________
Dealer                                                                ______________________________________________________________
                                                                      Address
______________________________________________________________
Address                                                               ______________________________________________________________
                                                                      City                      State                    Zip
______________________________________________________________
City                      State                    Zip                This machine has been received in satisfactory condition.  We
                                                                      have received the Owner's and Operator's Guide and
At the time of delivery, the Parts Manual, Owner's and                instruction regarding the operation, maintenance, safety
Operator's Guide and Warranty Policy were explained and               practices and warranty policy in accordance with the Delivery
delivered.  The delivery service was conducted as noted above.        Check List and O & O Guide.


X ________________________________________   _________________        X ________________________________________   _________________
  Dealer Representative's                    Date                       Customer Representative's                  Date
        Signature                                                              Signature
599824 R1

                                                            FACTORY COPY
</TABLE>


<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.


0250F

<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. Siciluna
                            ----------------------------------------------------

                        Title: Director
                               -------------------------------------------------
                               Facilities & Tools Purchasing Office


<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/ [ILLEGIBLE] 12-18-90              By: /s/ [ILLEGIBLE]
    ------------------------------            ----------------------------------

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

0526F/2
<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMPANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS
                                -----------------
                                 PURCHASE ORDER           AP-5300-034222-0
                                -----------------

LESSOR/MANUFACTURER
American Finance Group, Inc.
Correspondence to:                 DATE OF ORDER           DATE OF DELIVERY
Fraza Equipment                       8-30-90                  3-07-91
15725 Twelve Mile Road
Roseville, MI 48066-1859           REQUISITION NO.          PAYMENT TERMS
                                   PN-5300-034222           1st day of each
Supplier       Duns                                         month per lease
Code           Number
SELLER, WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN,
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF.

                                   ROUTING                  SHIPPING POINT
                                   Vendor's Delivery        Houston, TX

FOLD

SALES - USE TAX STATUS - To be paid by Lessee.

DELIVERY                             TRANSPORTATION COSTS
F.O.B. - Destination                 Prepaid and add to invoice

SHIP TO:                     INVOICE TO:                  PAYMENTS TO BE SENT:
Ford Motor Company           Ford Motor Company           American Finance
Dearborn Assembly Plant      Dearborn Assembly Plant      Group, Inc.
Rouge Area Rec AA            P.O. Box 1659                Exchange Place
Dearborn, MI 48121           Dearborn, MI 48121           Boston, MA 02109
                                                          ATTN: Lease Financing

QUANTITY         EQUIPMENT DESCRIPTION
--------         ---------------------

  1)             Caterpillar Model #T100D fork lift truck per Ford Motor
                 Company ZA-1 Standards, OSHA Regulations, and Lessor's
                 Proposal dated 8-16-90. Above to be leased per Master
                 lease dated April 5, 1988.

      A.    Unit Value:                  Each                    $29,063.00

      B.    Fixed Monthly Rent:          Each                    $   696.11

      C.    Aggregate Rent:              Each                    $25,060.00

      D.    Monthly Rental Factor:       Each                       .023952

      E.    Lease Term:                  Each                        3 yrs.

            Lease term begins on date of delivery to Ford.

CONFIRMING CONTACT: Ed Patrick, 8/30/90
PROJECT AND ITEM NUMBERS: 50241L

                                              By: /s/ R. R. Cronan
                                                  ------------------------
                                                  FORD MOTOR CO., PURCHASING
                                                  R. R. Cronan, 125
Requested By: B. Gray
[ILLEGIBLE],                                  DATE TYPED: 9/17/90
TG/RC/ms
(70591/20)


                                     Page 1
SUPPLY STAFF (P)                                                       ORIGINAL
MAY          87  492F  Previous Editions May Not Be Used.

<PAGE>

[FORD LOGO]

Purchase Notification

AMENDMENT  AMENDMENT  AMENDMENT  |_| Requisition

--------------------------------------------------------------------------------
Show these numbers on shipping and billing documents
--------------------------------------------------------------------------------
Blanket order number (if any)     Purchase Order Number, or Release Authori-
                                  zation when blanket order is entered at left.
                                  No.  G 28 P089 204034 D.
--------------------------------------------------------------------------------
F.O.B. (Title transfer point)                 (other)     Date of order
|X| Carrier seller's plant |_| Destination                   4/16/92
--------------------------------------------------------------------------------
Transportation Terms     (other)                          Delivery date
|_| Collect  |X| Prepaid                                     5/01/90
--------------------------------------------------------------------------------
Payment terms                                             Shipping point
NET 30 DAYS
--------------------------------------------------------------------------------
Routing
|X| Seller's delivery |_| By destination traffic          FUNDS =USD
--------------------------------------------------------------------------------
Ford Motor company, buyer, agrees to purchase and receive, and

      AMER FINANCE GROUP INC
      TREAS DEPT 14TH FLOOR
      EXCHANGE PLC
      BOSTON                  MA 02139

Seller, agrees to sell and deliver supplies or services specified herein
subject to the terms and conditions on the face and reverse side hereof.
--------------------------------------------------------------------------------
* Ship to:
   FORD MOTOR COMPANY

AUTOVIDRIO, S.A. DE C.V.
11405 ROJAS DRIVE UNIT 9/10
EL PASO, TX 79936
ATTN: RECEIVING
--------------------------------------------------------------------------------
SALES AND USE TAXES
|x| Do not bill sales or use tax because purchases are covered by direct pay
    permits or exemptions.

|_| Do not bill sales or use tax because purchases are for resale.

    See Section 15 for additional information and instructions.
--------------------------------------------------------------------------------
* Invoice to:
  FORD MOTOR COMPANY

FORD MOTOR COMPANY
P.O. BOX 1248
DEARBORN, MI. 48121
================================================================================
         INVOICE SHOULD BE DATED BETWEEN THE FIRST AND THE FIFTEENTH
         OF THE MONTH PRECEEDING DUE DATE. C0NTACT PERSON AT FORD
         IS DEBRA LAPANSEE AT 313 390 5850.
--------------------------------------------------------------------------------
LINE # * ITEM NUMBER *  QUANTITY *  U/M *  PRC/QTY  U/M    UNIT PRICE
--------------------------------------------------------------------------------
------------ DESCRIPTION ----------------   ---------- DESCRIPTION -----------
PURPOSE: FORKLIFTS AND MULES - PHASE II

CLAUSES HAVE BEEN CHANGED TO:
           ATTENTION: INVOICING INSTRUCTIONS HAVE BEEN CHANGED TO:
           ***********************************************************
           ***********************************************************
           **                                                       **
           **     BILL P.O. BOX 6049, DEARBORN, MI. 48121           **
           ***********************************************************
           ***********************************************************

*THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS

         PAYEE SHOULD BE JOB9L - AMERICAN FINANCE GROUP P.O. BOX
         360178, PITTSBURGH, PA 15251-6178/

                           REQUESTOR IS: S. ALBIN             (915)-779-8806
* SUPPLIER CODE - JOV9A    BUYER IS:     MARY ARREOLA         (915)-592-7811
                      --------------------------------
                                                  By  /S/ [ILLEGIBLE]
                                                    ----------------------------
                                                  Ford Motor Company, Purchasing
--------------------------------------------------------------------------------
R089284R02          Estimated cost          *For additional information contact:
                                             Name - Phone No.
PAGE 0001 OF 0001                            Mary Arreola
--------------------------------------------------------------------------------
Approved by              Date            Approved by            Date

--------------------------------------------------------------------------------
Approved by              Date            Approved by           Date

--------------------------------------------------------------------------------
(P)


OCT, 89  234-492 Ca4                                                           1
<PAGE>

[FORD LOGO]

Purchase Notification

|_| Release  |X| Purchase Order |_| Requisition
--------------------------------------------------------------------------------
Ford Motor company, buyer, agrees to purchase and receive, and

      MEDLEY MATERIAL HANDLING INC.
      11640 ROJAS DR
      EL PASO                 TX
                          79936

Seller, agrees to sell and deliver supplies or services specified herein
subject to the terms and conditions on the face and reverse side hereof.
--------------------------------------------------------------------------------
Show these numbers on shipping and billing documents
--------------------------------------------------------------------------------
Blanket order number (if any)     Purchase Order Number, or Release Authori-
                                  zation when blanket order is entered at left.
                                  No.  G 28 P089 204034
--------------------------------------------------------------------------------
F.O.B. (Title transfer point)               (other)       Date of order
|X| Carrier seller's plant |_| Destination                   12/06/89
--------------------------------------------------------------------------------
Transportation Terms                        (other)       Delivery date
|_| Collect  |X| Prepaid               PPD & ADD             5/01/90
--------------------------------------------------------------------------------
Payment terms                                             Shipping point
NET 30 DAYS
--------------------------------------------------------------------------------
Routing
|X| Seller's delivery |_| By destination traffic          FUNDS =USD
--------------------------------------------------------------------------------
* Ship to:
   FORD MOTOR COMPANY

AUTOVIDRIO, S.A. DE C.V.
11405 ROJAS DRIVE UNIT 9/10
EL PASO, TX 79936
ATTN: RECEIVING
--------------------------------------------------------------------------------
SALES AND USE TAXES
|x| Do not bill sales or use tax because purchases are covered by direct pay
    permits or exemptions.

|_| Do not bill sales or use tax because purchases are for resale.

    See Section 15 for additional information and instructions.
--------------------------------------------------------------------------------
* Invoice to:
  FORD MOTOR COMPANY

DPO - ACCOUNTING
P.O. BOX 1248
DEARBORN, MI. 48121
================================================================================
         $$ EFF 10/24/88, SEE NEW "INVOICE TO" LOCATION & ZIP CODE $$
         MAIL INVOICES TO ABOVE ADDRESS - SHOW COMPLETE PROCUREMENT
         NUMBER X-XX-XXXX-XXXXXX-XX, LINE NUMBERS XXX, ITEM NUMBERS
         XX-XX-XXX ANP YOUR SUPPLIER CODE XXXXX ON ALL INVOICES.
--------------------------------------------------------------------------------
LINE # * ITEM NUMBER *     QUANTITY *  U/M *        PRC/QTY    U/M   UNIT PRICE
--------------------------------------------------------------------------------
------------ DESCRIPTION ----------------   ---------- DESCRIPTION -----------
001 MI SC 902414                   18O MTH                           492.76000
  FIVE YEAR LEASE FOR THREE (3) NEW YALE ELECTRIC FORKLIFT TRUCKS WITH l0,O0O#
  CAPACITY AT 24" LOAD CENTER EQUIPPED AS SPECIFIED PER PROPOSAL # 063166 AND
  QUOTE G28Q089284Q01. MODEL # ERC1OOHBN48SEO85. LEASE PAYMENTS TO BE BILLED
  ON A MONTHLY BASIS.

002 MI SC 902415                   12O MTH                            71.13000
  FIVE YEAR LEASE ON TWO (2) NEW YALE WORKSAVER TOW TRACTOR (TUGGERS) WITH A
  10,000# ROLLING LOAD CAPACITY EQUIPPED AS SPECIFIED IN PROPOSAL # 063168 AND
  QUOTE #G28Q089284Q01. MODEL # MTWR750LAN24S. LEASE PAYMENTS TO BE BILLED ON
  A MONTHLY BASIS.


*THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
                                                           TOTAL PRICE  97232.40
           ********** TEXAS TAX EXEMPT - 16-1-38-0549190-2 **********



                           REQUESTOR IS: S. ALBIN             (915)-779-8806
* SUPPLR. CODE - DV08D     BUYER IS:
                      --------------------------------
                                                  By  /S/ [ILLEGIBLE]
                                                    ----------------------------
                                                  Ford Motor Company, Purchasing
--------------------------------------------------------------------------------
R089284R02          Estimated cost          *For additional information contact:
                                             Name - Phone No.
PAGE 0001 OF 0001                            S ALBIN 915-779-8806
--------------------------------------------------------------------------------
Approved by              Date            Approved by            Date

--------------------------------------------------------------------------------
Approved by              Date            Approved by           Date

--------------------------------------------------------------------------------
(P) B&A
MAR. 87  492ca-8                                                               1
<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMFANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS

                                 --------------
                                 PURCHASE ORDER            AP-43-399968-9a
                                    AMENDMENT
                                 --------------            AMENDMENT NUMBER

American Finance Group, Inc                                        2
Correspondence to:
Clark Equipment Company                                     AMENDMENT DATE
4300 Delemere Court
Royal Oak, MI 48073                                            12-21-89

Supplier      Duns                                          EFFECTIVE DATE
  Code        Number
                                                               12-21-89

SELLER WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN.
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF.

FOLD

CODE NUMBER:

DESCRIPTION OF MATERIAL: Rental of (6) Clark Fork Trucks

THE ABOVE PURCHASE ORDER IS HEREBY AMENDED BY CHANGING THE:
                 Price and Specifications

                  FROM                                      TO
--------------------------------------   ---------------------------------------
                               PRICE                                     PRICE
                                           (1) - Truck:
                                           ------------
A.  Unit Value              $22,045.00   A.  Unit Value               $22,245.00
B.  Monthly Rent            $   398.79   B.  Monthly Rent             $   402.41
C.  Aggregate Rent          $23,927.00   C.  Aggregate Rent           $24,l45.00
D.  Monthly Rental Factor      .018090   D.  Monthly Rental Factor       .018090
E.  Lease Term                  5 yrs.   E.  Lease Term                   5 yrs.

                                                     ON9673/SR354709

                                           (1) - Truck:
                                           ------------
                                         A.  Unit Value               $23,955.00
                                         B.  Monthly Rent             $   433.34
                                         C.  Aggregate Rent           $26,000.00
                                         D.  Monthly Rental              .018090
                                         E.  Lease Term                  5 years

                                                     ON9674/82354710

                                           (4) Trucks                  No Change

                                                        Na 1/5/90

REASON: Specification Change on (2) trucks - (4) remain as written.

"BILL TO" LOCATION:                       "SHIP TO" LOCATION:
Wayne Assembly                            Wayne Assembly

                                          By: /s/ R. Cronan
          ON9673/SR354709                    -----------------------------------
        & ON9674/SR354710                     Ford Motor Co., Purchasing
                Na 1/5/90                     R. R. Cronan, Buyer 125

Requestor:    D. Turnwald                 TYPING DATE: 12/22/89
Phone:     (313) 322-6531
6657I/1)ms

DELIVERY TO REMAIN UNCHANGED UNLESS INDICATED ABOVE
This purchase order amendment does not require acknowledgement. It is assumed
that the provisions of this amendment are acceptable to you. If you do not
accept it as written, please return it with your counterproposal immediately.


                                     Page 1

SUPPLY STAFF (P)                                                        ORIGINAL
MAY           87     492F  Previous Editions May Not Be Used
<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMFANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS

                                 --------------
                                 PURCHASE ORDER            AP-43-399968-9
                                    AMENDMENT
                                 --------------            AMENDMENT NUMBER

American Finance Group, Inc                                        1
% Clark Equipment Company
4300 Delemere Court                                         AMENDMENT DATE
Royal Oak, MI 48073
                                                                4/07/89
Supplier      Duns
  Code        Number                                        EFFECTIVE DATE

                                                                4/07/89

SELLER WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN.
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF.

FOLD

CODE NUMBER:

DESCRIPTION OF MATERIAL: Fork Trucks

THE ABOVE PURCHASE ORDER IS HEREBY AMENDED BY CHANGING THE:
                 Price and Specifications

                FROM                                        TO
------------------------------------     ---------------------------------------
                               PRICE                                     PRICE

A.   Unit Value           $17,640.00     A.  Unit Value               $22,045.00

B.   Monthly Rent         $   319.10     B.  Monthly Rent             $   398.79

C.   Aggregate Rent       $19,146.00     C.  Aggregate Rent           $23,927.00

D.   Monthly Rental Factor   .018090     D.  Monthly Rental Factor       .018090

E.   Lease Term              5 years     E.  Lease Term                  5 years

                                                     ON9504/ER118989
                                                               MG 4/20/89
REASON: Specification Change

CONFIRMING CONTACT:

"BILL TO" LOCATION:                      "SHIP TO" LOCATION:
P.O. Box 6004                            Wayne Assembly Plant

                                         By: /s/ R. Cronan
                                            -----------------------------------
                                             Ford Motor Co., Purchasing
                                             R. R. Cronan, Buyer 125

TG/RC/ms                                 TYPING DATE: 4/17/89
(6180I/1)
Requested: D. G. Turnwald, Issued date: 2/21/89
NAAO, 1529-A, phone 322-6531

DELIVERY TO REMAIN UNCHANGED UNLESS INDICATED ABOVE
This purchase order amendment does not require acknowledgement. It is
assumed that the provisions of this amendment are acceptable to you. If you
do not accept it as written, please return it with your counterproposal
immediately.


                                     Page 1

SUPPLY STAFF (P)                                                        ORIGINAL
MAY           87     492F  Previous Editions May Not Be Used

<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMFANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS
                                -----------------
                                 PURCHASE ORDER           AP-4300-399968-9
                                -----------------
LESSOR/MANUFACTURER              DATE OF ORDER           DATE OF DELIVERY
American Finance Group, Inc.        1-18-89                  6-28-89
 % Clark Equipment Company
4300 Delemere Court              REQUISITION NO.          PAYMENT TERMS
Royal Oak, MI 48073              PN-4300-399968           1st day of each
                                                          month per lease

Supplier       Duns
Code           Number
SELLER, WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN,
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF.

FOLD

                                   ROUTING                  SHIPPING POINT
                                   Vendor's Delivery        Lexington, KY.

SALES - USE TAX STATUS - To be paid by Lessee.

DELIVERY                             TRANSPORTATION COSTS
F.O.B. - Destination                 Prepaid and add to invoice

SHIP TO:                     INVOICE TO:                  PAYMENTS TO BE SENT
Ford Motor Company           Ford Motor Company           American Finance
Wayne Assembly Plant         Wayne Assembly Plant           Group, Inc.
37500 Van Born               P.O. Box 6004                Exchange Place
Wayne, MI  48183             Dearborn, MI  48121          Boston, MA 02109
                                                          ATTN: Lease Financing

QUANTITY         EQUIPMENT DESCRIPTION
--------         ---------------------

 (4)             Clark Model #ECS-27 fork lift truck per Ford Motor
                 Company ZA-1 Standards, Body and Assembly
                 Specifications, OSHA Regulations, and Lessor's Proposal
                 #CAM 9-18 dated 9/18/88. Above to be leased per Master
                 Lease dated April 5, 1988.

      A.    Unit Value:                  Each                    $17,640.00

      B.    Fixed Monthly Rent:          Each                    $   319.10

      C.    Aggregate Rent:              Each                    $19,146.00

      D.    Monthly Rental Factor:       Each                       .018090

      E.    Lease Term:                  Each                        5 yrs.

            Lease term begins on date of delivery to Ford.
                                                         ON 9504/ER 118989
                                                         POA LETTER SENT 2/20/89
CONFIRMING CONTACT: Chuck Movalson, phone 1/18/89        /s/ [ILLEGIBLE] 2/20/89
PROJECT AND ITEM NUMBERS: 20218-L-1

                                              By: /s/ R. R. Cronan
                                                  ------------------------
                                                  FORD MOTOR CO., PURCHASING
                                                  R. R. Cronan, 125
Requested By: B. Gray, Issued Date: 9/1/88
Room 1529A- NAAO, phone: 322-6510             DATE TYPED: 9/17/90
TG/RC/ms
(5911I/1)


                                     Page 1
SUPPLY STAFF (P)                                                       ORIGINAL
MAY          87  492F  Previous Editions May Not Be Used.
<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMFANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS
                                -----------------
                                 PURCHASE ORDER           AP-5300-692727-0
                                -----------------

LESSOR/MANUFACTURER
American Finance Group, Inc.       DATE OF ORDER           DATE OF DELIVERY
Correspondence to:                    8-30-90                  3-07-91
Fraza Equipment
15725 Twelve Mile Road             REQUISITION NO.          PAYMENT TERMS
Roseville, MI 48066-1859           PN-5300-692727           1st day of each
                                                            month per lease
Supplier       Duns
Code           Number
SELLER, WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN,
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF.

FOLD

                                   ROUTING                  SHIPPING POINT
                                   Vendor's Delivery        Houston, TX

SALES - USE TAX STATUS - To be paid by Lessee.

DELIVERY                             TRANSPORTATION COSTS
F.O.B. - Destination                 Prepaid and add to invoice

SHIP TO:                     INVOICE TO:                  PAYMENTS TO BE SENT
Ford Motor Company           Ford Motor Company           American Finance
Dearborn Assembly Plant      Dearborn Assembly Plant      Group, Inc.
Rouge Area Rec AA            P.O. Box 1659                Exchange Place
Dearborn, MI 48121           Dearborn, MI 48121           Boston, MA 02109
                                                          ATTN: Lease Financing

QUANTITY         EQUIPMENT DESCRIPTION
--------         ---------------------

  1)             Caterpillar Model #T-70D fork lift truck per Ford Motor
                 Company ZA-1 Standards, OSHA Regulations, and Lessor's
                 Proposal dated 8-20-90. Above to be leased per Master
                 lease dated April 5, 1988.

      A.    Unit Value:                  Each                    $24,190.00

      B.    Fixed Monthly Rent:          Each                    $   597.39

      C.    Aggregate Rent:              Each                    $20,858.00

      D.    Monthly Rental Factor:       Each                       .023952

      E.    Lease Term:                  Each                        3 yrs.

            Lease term begins on date of delivery to Ford.

CONFIRMING CONTACT: Ed Patrick, 8/30/90
PROJECT AND ITEM NUMBERS: 50241L

                                              By: /s/ R. R. Cronan
                                                  ------------------------
                                                  FORD MOTOR CO., PURCHASING
                                                  R. R. Cronan, 125
Requested By: B. Gray
[ILLEGIBLE],                                  DATE TYPED: 9/17/90
TG/RC/ms
(7059I/17)


                                     Page 1
SUPPLY STAFF (P)                                                       ORIGINAL
MAY          87  492F  Previous Editions May Not Be Used.
<PAGE>

                                   [FORD LOGO]

FORD MOTOR COMFANY, A DELAWARE CORPORATION    SHOW THIS PURCHASE ORDER NUMBER ON
BUYER WILL PURCHASE AND RECEIVE, AND                 SHIPPING AND BILLING PAPERS

                                 --------------
                                 PURCHASE ORDER             AP-53-692727-0
                                    AMENDMENT
                                 --------------            AMENDMENT NUMBER

American Finance Group                                          1
Correspondence to:
Fraza Equipment Company                                     AMENDMENT DATE
15725 Twelve Mile Road
Roseville, MI 48066-1859                                        5-06-91

Supplier      Duns                                          EFFECTIVE DATE
  Code        Number
                                                                3-07-91

SELLER WILL SELL AND DELIVER SUPPLIES OR SERVICES SPECIFIED HEREIN.
SUBJECT TO THE TERMS AND CONDITIONS ON THE FACE AND REVERSE SIDE HEREOF

FOLD

CODE NUMBER:

DESCRIPTION OF MATERIAL: (1) Cat. Model T-70-D - Lease

THE ABOVE PURCHASE ORDER IS HEREBY AMENDED BY CHANGING THE:
                 Price and Specifications

                FROM                                        TO
------------------------------------     ---------------------------------------
                               PRICE                                     PRICE

  (1) Unit                                 (1) Unit
  --------                                 --------
A.   Unit Value           $24,190.00     A.  Unit Value               $30.070.00

B.   Monthly Rent         $   579.39     B.  Monthly Rent             $   720.24

C.   Aggregate Rent       $20,858.00     C.  Aggregate Rent           $25,929.00

D.   Monthly Rental Factor   .023952     D.  Monthly Rental Factor       .023952

E.   Lease Term               3 yrs.     E.  Lease Term                   3 yrs.

REASON: Specification Change

"BILL TO" LOCATION:                      "SHIP TO" LOCATION:
P.O. Box 1659                            Dearborn Assembly

                                         By: /s/ R. Cronan
                                            -----------------------------------
                                             Ford Motor Co., Purchasing
                                             R. R. Cronan, Buyer 125

Requestor: D. Graham                     TYPING DATE: 5/17/91
Dept. 2A32, NAA0
7309I/4)ms

DELIVERY TO REMAIN UNCHANGED UNLESS INDICATED ABOVE
This purchase order amendment does not require acknowledgement. It is assumed
that the provisions of this amendment are acceptable to you. If you do not
accept it as written, please return it with your counterproposal immediately.

                                     Page 1

SUPPLY STAFF (P)                                                        ORIGINAL
MAY           87     492F  Previous Editions May Not Be Used