BK Associates, Inc.
                            1295 Northern Boulevard
                           Manhasset, New York 11030
                      (516) 365-6272 o Fax (516) 365-6287

                                                                February 1, 2000

Aircraft Finance Trust
c/o  Wilmington Trust Company
1100 N. Market Street, Rodney Square
Wilmington, DE  19890

Gentlemen:

In  response  to your  request,  BK  Associates,  Inc. is pleased to provide our
opinion of current Base Values as of December 31, 1999 for the 36 commercial jet
transport  aircraft  which comprise the Aircraft  Finance Trust (AFT)  Portfolio
(Portfolio).  The  Portfolio  aircraft are further  identified  by type,  serial
number, year of manufacture and engine model in Figure 1.

Based upon our knowledge of these various  aircraft types,  our knowledge of the
capabilities and uses to which they have been put in various parts of the world,
our knowledge of the marketing of used  aircraft,  and our knowledge of aircraft
in general, it is our opinion that the Base Values of each aircraft are as shown
in Figure 1.

Our values presented in Figure 1 include appropriate financial adjustments based
on our interpretation of the maintenance  summary and fleet utilization data you
provided. The adjustments are approximate,  based on industry average costs, and
normally would include an adjustment for the time remaining to a "C" check, time
remaining  to a "D" check,  time  remaining  to landing  gear  overhaul and time
remaining to a heavy shop visit on engines.  In some cases,  sufficient relevant
data were not available to make all such adjustments and in these instances they
were assumed to be at half-time.

According to the International  Society of Transport  Aircraft Trading's (ISTAT)
definition of Base Value, to which BK Associates  subscribes,  the base value is
the  Appraiser's  opinion of the underlying  economic value of an aircraft in an
open,  unrestricted,  stable  market  environment  with a reasonable  balance of
supply and demand, and assumes full consideration of its "highest and best use".
An aircraft's base value is founded in the historical trend of values and in the
projection of future value trends and presumes an arm's length, cash transaction
between willing,  able and  knowledgeable  parties,  acting  prudently,  with an
absence of duress and with a reasonable period of time available for marketing.

As the definition  suggests,  Base Value is determined  from historic and future
value trends and is not  influenced by current  market  conditions.  It is often
determined  as a  function  of the  original  cost  of the  aircraft,  technical

<PAGE>


February 1, 2000
Page 2

characteristics  of  competing  aircraft,  and  development  of new  models.  BK
Associates has determined from analysis of historic data, a relationship between
aircraft  age and its value as a  percentage  of original  value for the average
aircraft.

Supply and demand is the major  influence on aircraft  values.  Our industry has
experienced a peak of surplus  commercial jet aircraft on the market in mid-1991
and  watched  the  subsequent  increase  in demand for air travel  bring about a
return of many of the  grounded  and stored  surplus  fleet to revenue  service.
According to BACK Information Services, the peak surplus of 815 aircraft in 1991
was  significantly  reduced  during the ensuing  years to a sustained low period
beginning in 1997 with an annualized  average of 310 surplus aircraft.  However,
during the  second and third  quarter  periods of 1998,  the fleet  availability
began to increase once again, with the latest period reported at 514 units.

The following,  summarized from the BACK  Information  Services  reports,  lists
aircraft  similar to those in the Portfolio  which are publicly  advertised  for
sale or lease  and  compares  the  current  availability  to that one year  ago.
Additionally,  the aircraft  currently  in storage are  quantified  however,  it
should be understood  that some  operators  and lessors do not  publicize  their
aircraft  availability  and the  list  of  stored  aircraft  does  not  directly
compliment the availability listing.  Therefore, it is reasonable to assume that
to some extent these two lists are additive.

                                                   STORED
    MODEL                12/1998      12/1999      12/1999
    -----                -------      -------      -------

   A310-300                  7            7            4
     A320                    2            5            3
   B737-300                 13           23            6
   B737-400                  5            9            0
   B767-200                  2            5            1
   B767-300                  0            9            0
     MD83                    0            0            1
    DC10-30                 17            4           16
                            --           --           --

TOTAL AIRCRAFT              46           62           31

The trend of available or surplus aircraft continues to increase since late last
year.  This  escalation is  illustrated in the above table which focuses only on
the aircraft type in the Portfolio,  but is evident across almost all commercial
jet aircraft types. The above chart reports a lower  availability of the DC10-30


<PAGE>


February 1, 2000
Page 3

aircraft  in 1999  from the  previous  year as most of the  available  type were
committed to modification  to full main deck  freighters  during the intervening
year.  Availability  of the  selected  Portfolio  aircraft  has  increased by 35
percent  over  the  1998/1999  one-year  period.  BK  Associates  believes  some
availability  of aircraft  is normal  even in a balanced  market such that a few
units of each model could be expected to be available as is currently the case.

Appraised values contained in this report in most cases are moderately less than
values  of one  year  ago  based  on the  additional  age of the  Portfolio  and
continued utilization of the Aircraft.

It should be understood  that BK  Associates  has not inspected the Aircraft nor
the maintenance records for this appraisal,  but has relied upon the information
you have provided and our own database.  The assumptions have been made that the
Aircraft, are in average or better condition;  all Airworthiness Directives have
been  complied  with;  accident  damage has not been  incurred that would affect
market values;  and  maintenance  has been  accomplished  in accordance  with an
Airworthiness  Authority  approved  maintenance  program and  accepted  industry
standards.   Deviations   from  these   assumptions   can  change  our   opinion
significantly regarding the Aircraft values.

BK  Associates,  Inc.  has no present or  contemplated  future  interest  in the
Aircraft,  nor any interest  that would  preclude our making a fair and unbiased
estimate.  This  appraisal  represents  the opinion of BK  Associates,  Inc. and
reflects our best judgment based on the information  available to us at the time
of preparation and the time and budget constraints  imposed by the client. It is
not  given  as  a  recommendation,  or  as  an  inducement,  for  any  financial
transaction and further, BK Associates,  Inc. assumes no responsibility or legal
liability  for any  action  taken or not  taken by the  addressee,  or any other
party, with regard to the appraised equipment. By accepting this appraisal,  the
addressee agrees that BK Associates,  Inc. shall bear no such  responsibility or
legal  liability.  This  appraisal is prepared for the use of the  addressee and
shall not be  provided  to other  parties  without  the  express  consent of the
addressee.

                                                     Sincerely yours,

                                                     BK ASSOCIATES, INC.



                                                     R. L. Britton
RLB/kf                                               Vice President
Attachment                                           ISTAT Certified Appraiser


<PAGE>

                               UNICAPITAL AIR GROUP
                                  AFT PORTFOLIO
                                DECEMBER 31, 1999

                                                                 CURRENT
                                                                MTC ADJ'D
          AIRCRAFT        SERIAL      MFG.                      BASE VALUE
  ITEM      TYPE          NUMBER      DATE         ENGINE       ( $ MIL )
  ----      ----          ------      ----         ------       ---------

    1     A310-300          448       Feb-88      CF6-80C2A2      34.36

    2     A320-200          210       Jul-91      CFM56-5A1       26.54
    3     A320-200          221       Sep-91      CFM56-5A3       28.70
    4     A320-200          222       Oct-91      CFM56-5A3       28.70
    5     A320-200          231       Sep-91      CFM56-5A1       27.00
    6     A320-200          737       Sep-97      CFM56-5B4       37.67
    7     A320-200          749       Sep-97      CFM56-5B4       37.49
    8     A320-200          373       Jan-93      V2500-A1        30.03

    9     B737-300         28559      May-97      CFM56-3C1       31.98
   10     B737-300         28554      Dec-96      CFM56-3C1       30.70
   11     B737-300         28557      Mar-97      CFM56-3C1       31.62
   12     B737-300         28558      Apr-97      CFM56-3C1       31.76
   13     B737-300         28561      Jun-97      CFM56-3C1       32.15
   14     B737-300         28562      Jul-97      CFM56-3C1       32.30
   15     B737-300         28563      Aug-97      CFM56-3C1       32.09
   16     B737-300         28564      Nov-97      CFM56-3C1       32.85
   17     B737-300         28740      Jun-98      CFM56-3C1       33.93
   18     B737-300         28548      Dec-97      CFM56-3C1       33.06
   19     B737-300         28333      Aug-96      CFM56-3C1       30.24

   20     B737-400         28489      Nov-96      CFM56-3C1       31.64
   21     B737-400         28490      Nov-96      CFM56-3C1       31.39
   22     B737-400         28491      Nov-96      CFM56-3C1       31.45
   23     B737-400         25663      Nov-92      CFM56-3C1       24.76
   24     B737-400         25664      Nov-92      CFM56-3C1       24.83

   25     B767-200ER       23805      Jul-87      CF6-80C2-B2     30.43
   26     B767-200ER       23806      Aug-87      CF6-80C2-B2     30.42

   27     B767-300ER       29617      Mar-99      CF6-80C2B7F     84.31
   28     B767-300ER       25403      Jan-92      PW4060          60.40
   29     B767-300ER       30008      May-99      CF6-80C2B7F     84.51
   30     B767-300ER       25221      Aug-91      CF6-80C2B6F     56.74

   31     MD83             53199      Mar-92      JT8D-219        23.95
   32     MD83             49398      Nov-86      JT8D-219        17.23
   33     MD83             49791      Sep-89      JT8D-219        21.36
   34     MD83             53198      Apr-91      JT8D-219        22.30

   35     DC10-30          48292      Feb-82      CF6-50C2        20.25
   36     DC10-30          46584      Feb-80      CF6-50C2        19.23