10.1


     Agreement  made  this  13th  day of November, 2002, by and among Wilmington
Trust  Company  (the "Trustee"), a Delaware banking corporation, located at 1100
North  Market  Street,  Wilmington,  Delaware,  as  Trustee  of  AIRFUND  II
International  Limited  Partnership  Liquidating  Trust  (the "Trust") and Equis
Corporation  (the  "Manager"  or  "Equis").

     WHEREAS,  the  Trustee  has been appointed to act as Liquidating Trustee of
the  Trust,  pursuant to a "Revised Stipulation of Settlement" dated January 29,
2002,  and  amended  June  11,  2002  (the  "Settlement"),  which Settlement was
approved  by  the  United  States  District  Court  for the Southern District of
Florida  (the  "Court")  in  a  case entitled Leonard Rosenblum et al. vs. Equis
Financial  Group  Limited  Partnership et al. in a Final Judgment and Order (the
"Order")  entered  June  18,  2002;  and

     WHEREAS,  the  Trust  and the Trustee have entered into a Liquidating Trust
Agreement  dated  as  of  July 18, 2002 (the "Liquidating Trust Agreement"); and

     WHEREAS,  the  Trustee  has  been authorized, pursuant to the Order and the
Liquidating  Trust  Agreement  to  employ  or  contract with such persons as the
Trustee may deem necessary, including a Manager to carry out the purposes of the
Trust  which  Manager may include Equis Financial Group and its affiliates;  and

     WHEREAS,  the Trustee wishes to employ Equis Corporation to act, as Manager
of  the  Trust;

     NOW THEREFORE, for good and valuable consideration and subject to the terms
and  provisions  set  forth  below, the Trustee and Equis agree to the following
terms  and  conditions:

1.     The  Trustee  hereby appoints Equis to act as Manager of the Trust and to
continue  to  perform  the  management,  administrative, accounting and advisory
services  as  may be requested by the Trustee and as were previously rendered by
Equis  and  its  affiliates  on  behalf of the Partnership to which the Trust is
acting  as  Successor  and the Manager agrees to perform such services for the
Trust;

2.     In  connection  with  such  services,  Equis agrees to make available the
services  of
Gary  D.  Engle,  Chief  Executive Officer to act as the Trust's Chief Executive
Officer  and  by  signing  below,  Gary  D.  Engle  agrees  so  to  act.

3.     In  connection  with  such  services,  Equis agrees to make available the
services  of
Wayne  E.  Engle,  its  Corporate  Vice  President  to  act as the Trust's Chief
Financial  Officer  and  by  signing  below,  Wayne  E.  Engle agrees so to act.

4.     The  Manager,  including  Gary  D. Engle and Wayne E. Engle shall provide
only  such  services  as  are  requested  by  the  Trustee.

5.     In  connection  with  such  services as are requested by the Trustee, the
Trust  shall  pay  the  Manager  on  the  same  basis as the Trust's predecessor
partnership  paid  the  Manager  and  its  affiliates.
6.     This  Agreement  is  terminable  at  will  by  either  party.

7.     Unless  otherwise  agreed,  all  notices,  instructions  and  other
communications  required  or  permitted  to  be  given hereunder or necessary or
convenient  in  connection  herewith  shall be in writing and shall be deemed to
have  been  duly  given  if  delivered  by  hand,  by  telecopier (with receipt
confirmed,  which  confirmation  may  be  mechanical)  or by reputable overnight
courier,  charges  prepaid,  addressed  as  follows:

If  to  Trustee:
Wilmington  Trust  Company
Rodney  Square  North
1100  North  Market  Street
Wilmington,  DE  19891-0001
Attention:  Corporate  Trust  Administration
     with  a  copy  to:
Putney  Twombly  Hall  &  Hirson,  LLP
521  Fifth  Avenue
New  York,  New  York  10175
Attention:  William  M.  Pollak,  Esq.

If  to  Manager:

     c/o  Nixon  Peabody  LLP
     101  Federal  Street
     Boston,  Massachusetts  02110-1832
     Attention:  Alexander  J.  Jordan,  Jr.

8.     This  Agreement  and  the  agreements specifically referred to herein and
therein  constitute the entire agreement among the parties hereto, and supersede
all  prior  agreements  and  understandings,  oral or written, among the parties
hereto  with  respect  to  the  subject  matter  hereof  or  thereof.
9.     This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.
     IN  WITNESS  WHEREOF,  the parties have duly executed this Agreement on the
day  and  year  first  above  written.

EQUIS  CORPORATION

By:
                      Gary  D.  Engle
Title:   Chief  Executive  Officer


AIRFUND  II  International  Limited  Partnership  Liquidating  Trust

By:  WILMINGTON  TRUST  COMPANY,
Trustee

By:
Name:
Title:




AGREED  TO  WITH  RESPECT
TO  PARAGRAPH  2:

______________________________
        Gary  D.  Engle


AGREED  TO  WITH  RESPECT
TO  PARAGRAPH  3:

______________________________
        Wayne  E.  Engle


H:\WMP\Wilmington\Equis-Engagement  letter.doc