EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered into on
this 1st day of January,  1999, by and between American Finance Group, Inc. (the
"Company") and ____________________ ("Employee").

     WHEREAS,  Employee currently holds the position(s) of  _________________ of
the Company; and

         WHEREAS,  the  Company's  sole  shareholder,  PLM  International,  Inc.
("PLMI")  recently  announced  publicly  that its Board of Directors has engaged
Legg Mason Wood Walker,  Incorporated to explore strategic  alternatives for the
Company; and

         WHEREAS,  such announcement has led to uncertainty regarding the future
path of the Company and the long-term  prospects for executive  employment  with
the Company; and

         WHEREAS,  Employee is an "employee at will", and as such the Company is
not legally  obligated to continue  his/her  employment  for any fixed period of
time; and

         WHEREAS,  the  Company's  Board of Directors  ("Board")  believes it is
important to the  enhancement of shareholder  value that,  notwithstanding  such
uncertainty, Employee continue his/her employment with the Company in order that
the Company can benefit from the continued  availability of Employee's  services
for a period  continuing  until  after  PLMI has  completed  its  evaluation  of
strategic alternatives regarding the Company and, should PLMI engage in any form
of transaction  involving the Company to increase shareholder value,  continuing
for  a  period  of  time  after  such  transaction  has  been  consummated;  and
consequently,  the Board intends to provide the  incentives set forth herein for
Employee to remain in the Company's employ during such period; and

         WHEREAS,  as an  additional  inducement  for  Employee to remain in the
employ of the  Company  both  before and after a change in control  transaction,
this Agreement provides that certain severance benefits will be paid to Employee
in the event Employee's employment is terminated by the Company without cause or
by Employee for good reason  following the execution of this  Agreement  through
June 30, 2000;

         NOW,  THEREFORE,  in  consideration  of the above premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:

     1. Services.  The Company hereby engages the exclusive services of Employee
as  [title]  with the powers and  duties in that  capacity  consistent  with the
powers and duties exercised by Employee as [ title ] as of the date hereof,  and
as determined by the Board from time to time.  Employee hereby agrees to perform
such services on the terms and conditions  herein  contained and to abide by all
rules and  regulations  for conduct that are now or may  hereafter be reasonably
established by the Company.  Employee shall be based at the principal  executive
offices of the Company,  except for required travel on the Company's business to
an extent substantially consistent with present business travel obligations.

     2. Agreement Term. The term of this Agreement shall be from January 1, 1999
through June 30, 2000. Employee's employment under this Agreement shall continue
during the term of this Agreement unless  terminated sooner pursuant to Sections
10 or 11 of this  Agreement,  and after the term of this  Agreement,  Employee's
employment shall continue at-will.

     3. Compensation. The Company shall pay to Employee as full compensation for
all services  performed  for the Company,  the sum of [amount]  Dollars ($ ) per
year, or such higher amount as may be agreed to by the Company and Employee from
time to time (the original amount or the adjusted amount,  if applicable,  being
the "Base  Salary"),  payable  in equal  semi-monthly  installments.  Employee's
compensation  may be adjusted from time to time, but it may not be reduced below
the Base Salary without Employee's prior written consent. The Company may deduct
and withhold from all payments to be made to Employee hereunder amounts required
or,  with  Employee's  written  consent,  permitted  to be  deducted or withheld
pursuant to any provisions of any  applicable  law or regulation,  together with
the right and authority to pay any such deductions or  withholdings  over to any
party  entitled  to the  same  pursuant  to the  provisions  of any  such law or
regulation.

        4.       Bonus.

                  A. Incentive Bonus.  Employee shall be eligible to participate
in any bonus or  incentive  compensation  plan in  effect  from time to time for
senior  executives of the Company  generally  (each, an "Incentive  Compensation
Plan").  To the extent not  otherwise  determined  pursuant  to the terms of any
Incentive  Compensation  Plan,  (a) the Board shall have the sole  discretion to
determine  the amount of bonus or  incentive  compensation  ("Incentive  Bonus")
payable under such Incentive  Compensation  Plan, if any, and (b) Employee shall
not be entitled to payment of any  Incentive  Bonus unless he/she is employed by
the Company on the date such bonus is paid.  Notwithstanding the foregoing,  the
Company shall within thirty (30) days  following a Change in Control (as defined
in Section 12 hereof),  pay to Employee  the  amount,  if any, of any  Incentive
Bonus  which the Board  determines  in its sole  discretion  has been  earned by
Employee  during  the  performance  period  ending as of the date the  Change in
Control  occurs,  so long as  Employee is employed by the Company as of the date
the Change in Control occurs.

                  B.  Retention  Bonus.  The Company agrees to pay to Employee a
retention bonus under either of the following circumstances:

                       (i)  In the  absence of a Change in  Control,  during the
                            period  of one (1) year  following  the date of this
                            Agreement,  Employee shall have remained employed by
                            the Company continuously throughout such period; or

                       (ii) In the event a Change in Control  does occur  within
                            one (1) year  following the date of this  Agreement,
                            Employee shall have remained employed by the Company
                            or its successor continuously  throughout the period
                            of six (6)  consecutive  months from the date of the
                            Change of Control.

          The amount of the  retention  bonus  payable  under this  Section 4(B)
shall be Dollars ($ ) [see amount for each  employee on attached  summary].  The
retention  bonus shall be paid to Employee in cash within thirty (30) days after
the date on which Employee satisfies the conditions of either Section 4(B)(i) or
Section 4(B)(ii) above, whichever is applicable. No amount paid to Employee as a
retention  bonus hereunder shall be deemed to be in lieu of a bonus or incentive
compensation, if any, payable to Employee pursuant to any Incentive Compensation
Plan.

         5. Other Benefits. During the term of this Agreement, the Company shall
maintain,  and Employee shall be entitled to continue to participate  in, all of
the  Company's  employee  benefit plans and  arrangements  in effect on the date
hereof in which Employee participates;  or such other plans or arrangements that
would  provide  Employee  with  substantially   equivalent  benefits  thereunder
(including  without limitation each pension and retirement plan and arrangement,
life insurance plan and  arrangement,  health and accident plan and arrangement,
medical  insurance plan and  arrangement,  disability  plan and  arrangement and
vacation plan) (the "Employee  Benefit  Plans");  provided,  however,  that this
Section  5  shall  not  apply  to any of the  Company's  Incentive  Compensation
Plan(s),  the  terms of which  shall  prevail.  The  Company  shall not make any
changes in such plans or arrangements  which would adversely  affect  Employee's
rights or benefits  thereunder,  unless such change occurs pursuant to a program
applicable  to all employees or executives of the Company and does not result in
a proportionately  greater reduction in the rights of or benefits to Employee as
compared with any other employee or executive of the Employer. Employee shall be
entitled to participate in and receive  benefits under any Employee Benefit Plan
or  arrangement  made  available by the Company in the future to its  employees,
executives or key  management  employees,  subject to and on a basis  consistent
with  the  terms,  conditions  and  overall  administration  of such  plans  and
arrangements.  Nothing paid to Employee under any plan or arrangement  presently
in effect or made  available  in the future shall be deemed to be in lieu of the
Base  Salary  payable  to  Employee  pursuant  to Section 3 hereof or any amount
payable to Employee  pursuant to an  Incentive  Compensation  Plan or  retention
bonus as provided in Section 4 hereof.

          6. Other  Interests.  Employee shall devote his/her full business time
and  attention  solely to the  business and  interests  of the Company,  and the
Company  shall be  entitled  to all the  benefits  arising  from or  incident to
Employee's  services.  During  the  term  of  Employee's  employment  hereunder,
Employee shall not, without the Company's written consent,  have any interest in
any business which competes  either directly or indirectly with the Company's or
PLMI's  business,  except that Employee may hold an interest not exceeding  five
percent (5%) in any corporation whose stock is publicly traded.

         7. Confidentiality.  It is specifically understood and agreed that some
of the Company's  business  activities are secret in nature and constitute trade
secrets,  including  but not  limited to the  Company's,  PLMI's or any of their
subsidiaries'  (the  "Subsidiaries")   "know-how,"  methods  of  production  and
manufacturing, ideas and results of research and development,  specifications of
equipment and materials,  profit  margins,  planning  information,  projections,
customer and supplier information,  reports,  analyses,  agreements,  as well as
financial data and reports (collectively,  the "Confidential Information").  All
Confidential Information is and shall be the property of the Company and/or PLMI
for each of their own exclusive use and benefit, and Employee agrees that he/she
will hold the same in  strictest  confidence  and will not at any  time,  either
during or after his/her  employment by the Company,  communicate  or divulge any
such  Confidential  Information  to  anyone  other  than the  Company  and those
designated  by it, or use or permit the use of the same for  his/her own benefit
or for the benefit of others unless  authorized to do so by the Company's  prior
written consent or by a contract or agreement to which the Company is a party or
by which it is bound. Employee's undertakings set forth in this Section 7 are in
addition to, and not in substitution of, any other obligation the Employee have,
whether by other  agreement  or imposed by law,  regarding  confidentiality  and
disclosure of information,  knowledge or data relating to the Company,  PLMI and
their Subsidiaries.

          8. Services Furnished.  During the term of Employee's  employment with
the Company,  the Company shall furnish Employee with office space,  secretarial
assistance  and such  other  facilities  and  service  as have  heretofore  been
furnished to Employee.

          9.  Other  Positions.  Employee  agrees  to serve  without  additional
compensation  if elected or  appointed  a director  of the Company or any of its
subsidiaries,  provided that Employee is indemnified  for serving in any and all
such  capacities on a basis no less favorable  than is currently  provided other
directors of the Company and its subsidiaries.

          10. Termination by the Company. Employee's employment hereunder may be
terminated  by the  Company  without  any  breach  of this  Agreement  under the
following circumstances:

          10.1  Death  or  Disability.  The  Company  may  terminate  Employee's
employment  hereunder  either  before or following a Change in Control under the
following circumstances:

                    A.   Death.    Employee's    employment    hereunder   shall
automatically terminate upon his/her death.

                    B. Disability.  If, as a result of Employee's incapacity due
to physical or mental illness,  Employee shall have been absent or substantially
absent from his/her duties hereunder for a period of six (6) consecutive months,
and  within  thirty  (30) days  after a Notice of  Termination  (as  hereinafter
defined) is given,  which Notice of Termination may be given before or after the
end  of  such  six  month  period,  Employee  shall  not  have  returned  to the
performance  of  his/her  duties  hereunder  on a  full-time  basis,  Employee's
employment  shall  terminate  upon the  expiration  of such  thirty  (30)  days.
Employee's absence or substantial absence from his/her duties will be treated as
resulting  from  incapacity  due to  physical  or mental  illness if Employee is
"totally disabled from his/her own occupation." Total disability from Employee's
own  occupation  will exist where (1)  because of  sickness or injury,  Employee
cannot  perform the  important  duties of his/her  occupation,  (2)  Employee is
either receiving  Doctor's Care or has furnished written proof acceptable to the
Company that further Doctor's Care would be of no benefit, and (3) Employee does
not work at all.  Doctor's  Care means  regular  and  personal  care of a Doctor
which,  under  prevailing  medical  standards,  is appropriate for the condition
causing the disability.

          10.2 Without Cause.  The Company may terminate  Employee's  employment
during the term of this Agreement  without  cause,  either before or following a
Change in Control,  in the sole,  absolute and  unreviewable  discretion  of the
Company,  by a Notice of Termination  given by the Chairman of the Board stating
that the Board has determined that it is in the best interests of the Company or
its shareholders to terminate Employee's employment hereunder.

         10.3     For Cause.

                    A. The Company may terminate  Employee's  employment  during
the term of this  Agreement  for Cause,  either  before or following a Change in
Control,  by a Notice of Termination  given by the Chairman of the Board setting
forth one of the reasons specified in Section 10.3(B), below.

                  B. For purposes of this Agreement, "Cause" shall mean:

                    (i)  The  willful  and  continued  failure  by  Employee  to
                         perform  his/her  duties   hereunder  (other  than  any
                         failure  resulting  from  Employee's  incapacity due to
                         physical or mental  illness),  which has not been cured
                         within   ten  (10)  days  after   written   demand  for
                         substantial  performance is delivered by the Company to
                         Employee,  which  demand  specifically  identifies  the
                         manner  in  which   Employee   has  not   substantially
                         performed his/her duties;

                    (ii) A willful and  intentional  act or omission by Employee
                         which  is,  in  the  reasonable  determination  of  the
                         Company,   materially   injurious   to   the   Company,
                         monetarily or otherwise. For purposes of subsection (i)
                         above and this  subsection  (ii), no act or omission on
                         Employee's   part  shall  be  considered   willful  and
                         intentional  unless  done,  or omitted  to be done,  by
                         him/her not in good faith and  without  the  reasonable
                         belief that his/her action(s) or omission(s) was in the
                         best interests of the Company;

                    (iii)The conviction of Employee of, or his/her  admission or
                         plea of nolo contendere to, a crime involving an act of
                         moral  turpitude  which is a felony or which results or
                         is intended to result, directly or indirectly,  in gain
                         or  personal  enrichment  of  Employee,   relatives  of
                         Employee,  or their  affiliates  at the  expense of the
                         Company; or

                    (iv) The breach by Employee of any material covenant of this
                         Agreement which has not been cured within ten (10) days
                         after written notice  detailing such breach is given by
                         the Company to Employee;

provided,  however, that,  notwithstanding anything to the contrary contained in
clauses (i) and (ii) of this  Section  10.3(B),  "Cause"  shall be deemed not to
include a refusal by  Employee  to execute  any  certificate  or  document  that
Employee in good faith  determines  contains any untrue  statement of a material
fact.

    11.  Termination by Employee.

          A. Employee may terminate  his/her  employment during the term of this
Agreement  upon thirty (30) days' Notice of  Termination  to the Company for any
reason. If Employee terminates his/her employment hereunder and such termination
is made for any of the reasons  listed in Section  11(B) (such  reason(s)  to be
detailed in the Notice of Termination), such termination shall be deemed to have
been done for good reason ("(Good Reason").

          B. Reasons constituting "Good Reason" shall be limited to:

               (i)  Any breach by the Company of any material  provision of this
                    Agreement  which  has not been  cured  within  ten (10) days
                    after written notice detailing such  non-compliance is given
                    by Employee to the Company;

               (ii) Any  demonstrable  and  material   diminution  of  the  base
                    compensation, duties, responsibilities,  authority or powers
                    of Employee as they relate to any  positions or offices held
                    by Employee during the term of this Agreement; provided that
                    Employee  provides  a  reasonable  description  of any  such
                    diminution(s)  and a statement that Employee  finds, in good
                    faith, such diminution to be a material diminution and that,
                    as such,  he/she  elects  to  terminate  his/her  employment
                    hereunder for Good Reason;

               (iii)The  failure  of the  Company  to  include  Employee  in any
                    Employee  Benefit  Plan or Incentive  Compensation  Plan for
                    which Employee is properly  eligible,  including the failure
                    to pay Employee the amount,  if any, due and owing  Employee
                    pursuant  to any such  Employee  Benefit  Plan or  Incentive
                    Compensation Plan;

               (iv) Any  requirement  by  the  Company  that  Employee  relocate
                    his/her  primary  business  office  to a  geographical  area
                    greater  than fifty (50) miles from the Company 's principal
                    executive  offices as  existing  on  January 1, 1999,  or if
                    Employee  is based in an  office  other  than the  Company's
                    principal  executive  offices,  fifty  (50)  miles  from the
                    Company's  office  where  Employee is based as of January 1,
                    1999.

         12. Definitions.  The following definitions shall apply for purposes of
this Agreement:

               A.  Notice  of  Termination.  Any  purported  termination  by the
Company or by Employee shall be communicated by written Notice of Termination to
the  other  party  hereto.  For  purposes  of  this  Agreement,   a  "Notice  of
Termination"  shall mean a notice which shall indicate the specific  termination
provision in this Agreement relied upon. Any purported termination of Employee's
employment which is not effected pursuant to a Notice of Termination  satisfying
the requirements of this paragraph shall not be effective.

               B. Date of  Termination.  "Date of  Termination"  shall mean,  as
applicable,  (a) if Employee's  employment is terminated for Disability,  thirty
(30) days after Notice of Termination is given (provided that Employee shall not
have returned to the  performance of his/her duties on a full-time  basis during
such  thirty  (30)  day  period),  (b)  the  date  specified  in the  Notice  of
Termination in compliance with the terms of this Agreement, or (c) if no date is
specified, the date on which a of Termination is given.

               C. Change in Control. The term "Change in Control" shall mean
the occurrence of any one of the following events:

               (i)  Any  person or group (a  "Person"),  within  the  meaning of
                    Sections  13(d) or 14(d) of the  Securities  Exchange Act of
                    1934, as amended (the "Exchange Act"), acquiring "beneficial
                    ownership"  ("Beneficial  Ownership"),  as  defined  in Rule
                    13d-3 under the Exchange  Act, of  securities of the Company
                    representing  more than fifty  percent (50%) of the combined
                    voting power of the Company's then  outstanding  securities;
                    provided,  however,  in  determining  whether  a  Change  in
                    Control has occurred,  voting  securities which are acquired
                    in a  "Non-Control  Acquisition"  (as  hereinafter  defined)
                    shall not  constitute  an  acquisition  which  would cause a
                    Change in Control. A "Non-Control Acquisition" shall mean an
                    acquisition  by (a)  an  employee  benefit  plan  (or  trust
                    forming a part  thereof)  maintained  by (1)  PLMI,  (2) the
                    Company or (3) any  corporation  or other  Person of which a
                    majority of its voting power or its voting equity securities
                    or equity  interests is owned,  directly or  indirectly,  by
                    PLMI or the  Company  (for  purposes of this  definition,  a
                    "Subsidiary"),  (b) the Company or its Subsidiaries,  or (c)
                    any Person in connection with a Non-Control Transaction" (as
                    hereinafter defined);

               (ii) A merger, consolidation or reorganization  (collectively,  a
                    "Transaction") involving the Company unless such Transaction
                    is a "Non-Control  Transaction." A "Non-Control Transaction"
                    shall mean a Transaction involving the Company where:

                    (a) The stockholders of the Company  immediately before such
                    Transaction   own,   directly  or  indirectly,   immediately
                    following such Transaction,  at least fifty percent (50%) of
                    the  combined  voting  power  of  the   outstanding   voting
                    securities   of  the   corporation   resulting   from   such
                    Transaction  (the "Surviving  Corporation") in substantially
                    the  same  proportion  as  their  ownership  of  the  voting
                    securities   of  the   Company   immediately   before   such
                    Transaction, or

                    (b) No Person, other than (1) the Company, (2) PLMI, (3) any
                    Subsidiary,  or (4) any employee  benefit plan (or any trust
                    forming a part thereof) maintained the Company, PLMI, or any
                    Subsidiary,  has  Beneficial  Ownership  of more than  fifty
                    percent (50%) of the combined  voting power of the Surviving
                    Corporation's then outstanding voting securities; or

               (iii)The sale or other  disposition of all or  substantially  all
                    of the  assets  of the  Company  or  PLMI to any  Person  or
                    Persons  (other than a transfer to PLMI or a  Subsidiary  of
                    the Company or PLMI).

For purposes of this Agreement,  an event constituting a Change in Control shall
be deemed to have  occurred  upon the  closing or  consummation  of such  event.
Notwithstanding  the  foregoing  provisions of this Section  12(C),  a Change in
Control will not be deemed to have occurred with respect to Employee as a result
of an event specified in this Section 12(C) if Employee has a financial interest
in the Change in Control  transaction other than as an employee of any successor
to the  Company or any  Person who  purchases  all or  substantially  all of the
Company's assets.

          13. Compensation Upon Termination.

          13.1 Death.  If Employee's  employment is terminated by his/her death,
the Company shall pay to Employee's  spouse or, if Employee leaves no spouse, to
his/her  estate,  Employee's  full Base  Salary  through  the date of death and,
commencing on the next  succeeding  day which is the last day of the month,  and
monthly thereafter on the last day of each month until a total of three payments
have been made,  an amount  equal to one  twelfth  of the Base  Salary in effect
immediately  prior to Employee's death. The Company shall also pay to Employee's
spouse or, if  Employee  leaves no spouse,  to his/her  estate,  any accrued but
unused vacation and personal days.

          13.2   Termination  for  Disability.   If  Employee's   employment  is
terminated  pursuant  to Section  10.1(B),  the  Company  shall pay to  Employee
his/her full Base Salary  through the Date of  Termination at the rate in effect
at the time  Notice of  Termination  is given.  The  Company  shall  also pay to
Employee  any accrued but unused  vacation and  personal  days,  and the Company
shall also provide  benefits to Employee  pursuant to the standard policy of the
Company with respect to terminated disabled employees.

          13.3 Termination For Cause. If Employee's employment is terminated for
Cause,  either  before  or after a Change  in  Control,  the  Company  shall pay
Employee  his/her  full Base Salary (and any  accrued  but unused  vacation  and
personal days) through the Date of Termination at the rate in effect at the time
Notice  of  Termination  is  given,  and  the  Company  shall  have  no  further
obligations to Employee under this Agreement.

          13.4  Termination  Without Cause or  Termination  by Employee For Good
Reason. If, during the term of this Agreement, the Company terminates Employee's
employment  hereunder  other  than  for  Cause  under  Section  10.2,  Death  or
Disability,  or (b) Employee  terminates his/her employment for Good Reason, the
Company shall pay to Employee the severance benefits described below so long as,
upon the  Company's  request,  Employee  enters into a Release  (the  "Release")
substantially  in the form attached hereto as Exhibit A, and such Release is not
revoked before the "Effective  Date," as defined in the Release.  If the Company
does  not  request  the  Release  within  fifteen  (15)  days of the  Notice  of
Termination, this condition shall be deemed waived by the Company.

               The  severance  benefits  payable to Employee  under this Section
13.4 shall be as follows:

               (i)  The Company  shall pay to Employee  his/her full Base Salary
                    through the Date of Termination at the rate in effect at the
                    time the  Notice of  Termination  is given and shall pay any
                    accrued but unused vacation and personal days;

               (ii) The Company shall also pay to Employee on the Effective Date
                    a lump sum  amount  equal to ( ) months  [see time frame for
                    each employee on attached summary] of Employee's Base Salary
                    at the highest rate in effect  during the twelve (12) months
                    immediately   preceding  the  Date  of   Termination,   less
                    customary payroll deductions;

               (iii)The  Company  shall also pay to  Employee  on the  Effective
                    Date the amount payable as a retention bonus as set forth in
                    Section  4(B),  so long as the Company has not yet paid such
                    retention bonus to Employee; and

               (iv) Employee   shall   continue  to   participate  in  all  life
                    insurance,  medical,  health,  dental and disability  plans,
                    programs  or  arrangements   ("Insurance  Plans")  in  which
                    Employee  participated  immediately  prior  to the  Date  of
                    Termination  on the  same  terms  as  Employee  participated
                    immediately prior to the Date of Termination for the shorter
                    period of (a) months [same time as severance  payments] from
                    the Date of Termination or (b)  Employee's  commencement  of
                    full  time  employment  with a new  company;  provided  that
                    Employee's  continued  participation  is possible  under the
                    general terms and  provisions of such plans and programs and
                    Employee  will  continue  to be  obligated  to pay the  same
                    employee  portion of any premium and any  deductible  and/or
                    co-payments  associated  with  such  insurance  Plans as was
                    required  immediately  prior  to the  Date  of  Termination.
                    Employee's  right to  continued  group  benefits  after  any
                    period   covered  by  the  Company  will  be  determined  in
                    accordance with federal and state law.

          13.5 Other  Termination by Employee.  If Employee  terminates  his/her
employment  pursuant to Section 11 hereof for any reason other than Good Reason,
the Company shall pay to Employee  his/her full Base Salary  through the Date of
Termination at the rate in effect at the time Notice of Termination is given and
any accrued but unused vacation and personal days.

          13.6 Mitigation. Employee shall not be required to mitigate the amount
of any payment  provided for in this  Agreement by seeking  other  employment or
otherwise  and,  except as otherwise  provided in Section  13.4(iv),  no payment
provided for in this Agreement  shall be reduced by any  compensation  earned by
Employee as the result of employment by another  employer after the  termination
of his/her employment with the Company.


         14. Covenant Not to Compete.  In  consideration of the mutual terms and
agreements  set  forth  herein,  Employee  hereby  agrees  that  until the first
anniversary of Employee's Date of Termination, (i) Employee will not recruit any
employee of the Company or its subsidiaries or solicit or induce,  or attempt to
solicit or induce,  any  employee of the Company or its  subsidiaries,  provided
that nothing herein shall preclude  Employee from hiring any person who contacts
Employee  for  employment  and who has not been  employed  by the Company or its
subsidiaries at any time during the preceding six months, and (ii) provided that
Employee  has  received  (or the  Company  has  committed  in  writing to pay to
Employee) the severance benefits described in Section 13.4 hereof, Employee will
not solicit,  divert or take away,  or attempt to solicit,  divert or take away,
the business or patronage of any of existing  clients,  customers or accounts of
the Company or its  Subsidiaries.  For  purposes  of this  Section 14, a client,
customer  or account of the Company  shall be deemed to be an  existing  client,
customer or account if such  client,  customer or account is a party to a Master
Lease with the Company or is being invoiced on a regular basis by the Company as
of the Date of Termination.  Notwithstanding  anything in this Section 14 to the
contrary,  the confidentiality  provisions of Section 7 hereof shall continue to
apply in all circumstances arising under this Section 14.

          15. Remedies.  If Employee violates Section 14 or the  confidentiality
provisions  of Section 7, and  continues to do so after the Company has notified
Employee of such  violation,  the Company shall have the right to seek equitable
restraint of Employee from such activities in contravention of the provisions of
this Agreement,  including  seeking and obtaining a temporary  restraining order
and/or injunction against Employee.

          16. Arbitration. Except as provided in Section 15, if a dispute arises
between the Company and Employee  concerning any of the terms of this Agreement,
the disputed matter shall be submitted to arbitration. Any disputed matter shall
be settled by  arbitration  in the City of Boston,  Massachusetts  in accordance
with the labor arbitration rules of the American  Arbitration  Association ("AAA
Rules").  Any judgment upon the award rendered by the arbitrators may be entered
in any  court  having  jurisdiction  thereof.  The  arbitrators  shall  have the
authority to grant any equitable  and legal  remedies that would be available in
any  judicial  proceeding   instituted  to  resolve  the  disputed  matter.  The
arbitrators  shall apply the law of the  Commonwealth of Massachusetts in making
any determination hereunder.  Notwithstanding anything to the contrary which may
now or  hereafter  be  contained  in the AAA Rules,  the parties  agree any such
arbitration  shall be conducted before a panel of three arbitrators who shall be
compensated  for  their  services  at a rate to be  determined  by the  American
Arbitration  Association  in the event the  parties  are not able to agree  upon
their  rate of  compensation.  Each party  shall  have the right to appoint  one
arbitrator (to be appointed  within twenty days of the notice of a dispute to be
resolved by  arbitration  hereunder)  and the two  arbitrators  so chosen  shall
mutually  agree  upon the  selection  of the  third  impartial  arbitrator.  The
majority  decision  of the  arbitrators  will be final and  conclusive  upon the
parties hereto.  Employee  specifically  consents to such arbitration and hereby
represents such consent is willfully and voluntarily  given without influence by
coercion or threatening statements from the Company.

         17. Taxes. Notwithstanding anything herein to the contrary, the Company
shall not be  obligated  to pay any portion of any amount  otherwise  payable to
Employee  hereunder if the Company is not reasonably able to deduct such portion
(the  "Excess  Amount")  solely by  operation  of  Section  28OG (or such  other
provision(s) as may from time to time be enacted  governing the deductibility of
so-called "Golden Parachute  Payments") of the Internal Revenue Code of 1986, as
amended (the "Code"). The Company shall be deemed able reasonably to deduct such
Excess Amount, and all amounts accruing hereunder,  including the Excess Amount,
shall be paid to  Employee,  in the event  Employee  delivers  to the Company an
opinion of an attorney that is reasonably acceptable to the Company stating such
Excess  Amount is  reasonably  deductible by the Company by operation of Section
28OG (or such other provisions as may from time to time be enacted governing the
deductibility of so-called "Golden Parachute Payments") of the Code.

          18. Review by Counsel.  The Company and Employee do hereby acknowledge
and agree that they have each been  represented by independent  counsel of their
own choice  throughout  all  negotiations  which  preceded the execution of this
Employment  Agreement and that they fully understand and voluntarily accept this
Employment  Agreement and have executed this Employment  Agreement after seeking
the advice of said independent counsel.

          19.   Indemnification.   During  the  period  of  his/her   employment
hereunder,  the Company agrees to indemnify  Employee in his/her  capacity as an
officer of the Company and, if applicable, as a member of the Board of Directors
of the Company or any Subsidiary, all to the maximum extent permitted by law.

          20.  Legal  Fees.  Each  party to this  Agreement  shall  bear its own
attorneys'  fees, costs and expenses in connection with any action or proceeding
brought to enforce any term or provision of this Agreement.

          21.  Successors; Binding Agreement.

               A. The Company shall require any  successors or assigns  (whether
direct or indirect by purchase,  merger,  consolidation  or otherwise) to all or
substantially  all of the  business  and/or  assets of the Company  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken  place,  and this  Agreement  shall  inure to the  benefit of any such
successor or assign.  Failure of the Company to obtain such  agreement  upon the
effectiveness  of any such  succession  shall be a breach of this  Agreement and
shall entitle  Employee to compensation  from the Company in the same amount and
on the same terms as Employee would be entitled hereunder if Employee terminated
his/her employment for Good Reason, except that for purposes of implementing the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination

               B.  This  Agreement   shall  inure  to  the  benefit  of  and  be
enforceable  by  Employee's  executors,   administrators,   successors,   heirs,
distributees,  devisees and legatees.  If Employee  should die after a Notice of
Termination  has been  delivered  by Employee or while any amount would still be
payable to Employee hereunder if Employee had continued to live, all amounts due
to Employee under this Agreement,  unless otherwise  provided  herein,  shall be
paid in  accordance  with the terms of this  Agreement  to  Employee's  devisee,
legatee  or other  designee  or,  if there be no such  designee,  to  Employee's
estate.

          22. Miscellaneous.

          22.1 Written notices  required by this Agreement shall be delivered to
the  Company or  Employee in person or sent by  overnight  courier or  certified
mail, with a return receipt requested,  to the Company's  registered address and
to Employee's last shown address on the Company's records, respectively.  Notice
sent by certified  mail shall be deemed to be delivered two days after  mailing,
and all other notices shall be deemed to be delivered when received.


          22.2 This Agreement  contains the full and complete  understanding  of
the parties  regarding the subject  matter  contained  herein and supersedes all
prior  representations,  promises,  agreements and  warranties,  whether oral or
written.

          22.3 This Agreement shall be governed by and interpreted  according to
the laws of the Commonwealth of Massachusetts.

          22.4 The  captions  of the  various  sections  of this  Agreement  are
inserted only for  convenience  and shall not be  considered in construing  this
Agreement.

          22.5  This  Agreement  can be  modified,  amended  or any of its terms
waived only by a writing signed by both parties.

          22.6 If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the remaining provisions of the Agreement shall remain in full
force and effect and the invalid,  illegal or  unenforceable  provision shall be
limited or eliminated  only to the extent  necessary to remove such  invalidity,
illegality or  unenforceability  in accordance  with the  applicable law at that
time.  Notwithstanding the foregoing  provision,  in the event that a payment is
made  pursuant to Section  13.4 and Employee has entered into a Release and such
Release is determined to be invalid, illegal or unenforceable,  Employee and the
Company shall  negotiate in good faith to enter into a new release  covering the
released claims.

          22.7 No remedy made available to either party by any of the provisions
of this  Agreement  is intended to be exclusive  of any other  remedy.  Each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given hereunder as well as those remedies existing at law, in equity, by statute
or otherwise.

          22.8  Notwithstanding  the expiration or termination of this Agreement
for any reason whatsoever, the provisions of Sections 7, 14, 15, 16 and 19 shall
expressly survive expiration or termination of the Agreement.


<PAGE>





         IN WITNESS WHEREOF,  the parties have executed this document under seal
as of the date specified above.

                                  THE COMPANY:

                                  AMERICAN FINANCE GROUP, INC.


                                  By:
                                  Its:___________________________

                                  ATTEST:_________________________

                                  EMPLOYEE:


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

                                  ATTEST:___________________________





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