EXHIBIT 2.15
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                            ACCOUNT AGENCY AGREEMENT
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     Account  Agency  Agreement  made  as  of  this  11 day of April, 2002, (the
"Account  Agency  Agreement"),  by  and  between  EQUIS  FINANCIAL GROUP LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership (the "Company"), and Wilmington
Trust  Company,  a  Delaware  banking  corporation  (the  "Account  Agent").
     The parties hereto are entering into this Account Agency Agreement pursuant
to  the  Revised  Stipulation  of  Settlement,  dated  as of April __, 2002 (the
"Settlement  Agreement"),  among  the Company and certain of its affiliates, and
LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL, PATRICK M. RHODES,
BERNICE  M.  HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON,  CITY  PARTNERSHIPS,  HELMAN  PARSONS  AND  CLEVA PARSONS, on behalf of
themselves  and  all others similarly situated and derivatively on behalf of the
Nominal  Defendants,  (the  "Plaintiffs").

     Capitalized  terms  used  but  not  otherwise defined herein shall have the
meaning  ascribed  to  them  in  the  Settlement  Agreement.

     This  Account  Agency  Agreement is designed to implement the provisions of
Section  2.2(g)  of  the  Settlement Agreement pursuant to which (i) the Company
will deposit an aggregate amount of $8 million cash in a Cash Collateral Account
with  the  Account  Agent;  and  (ii) the Company, upon receipt from the General
Partners  of  cash distributions from the Operating Partnerships, shall promptly
deposit  50%  of  such  distributions  in the Cash Collateral Account which sums
shall  be  distributed  in  accordance  with  the  terms  hereof.
Accordingly,  in  consideration  of  the mutual agreements herein contained, the
parties  hereto  hereby  agree  as  follows:
1.     APPOINTMENT  OF  ACCOUNT AGENT.  The Account Agent is hereby appointed to
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act  as  Account  Agent  hereunder  and the Account Agent agrees to act as such,
pursuant  to  the  terms  set  forth  herein.
2.     CASH  COLLATERAL  FUND.  The  Company  shall deliver funds to the Account
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Agent  as  follows: (i) on the date hereof, in accordance with Section 2.2(g) of
the Settlement Agreement, the Company is delivering to the Account Agent by wire
transfer  to  the  Cash Collateral Account, the sum of $8,000,000, and (ii) upon
receipt  from  the  General  Partners  of  cash distributions from the Operating
Partnerships,  the Company shall promptly deposit 50% of such distributions with
the  Account Agent  (such sums, together with all investments made therewith and
earnings  thereon, being collectively referred to herein as the "Cash Collateral
Fund").  The  Account Agent shall deposit the Cash Collateral Fund in an account
or  accounts  specified  by the Account Agent and the Account Agent is accepting
such sum for deposit in escrow pursuant to the provisions of this Account Agency
Agreement.



3.     PERMITTED  INVESTMENTS.  The  Account Agent shall invest and reinvest the
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Cash  Collateral  Fund  in  any  or all of the following:  (i) short-term direct
obligations of, or obligations fully guaranteed by, the United States of America
or  any  agency  thereof;  (ii) certificates of deposit issued by any bank trust
company  or  national  banking  association  having total capital and surplus in
excess  of  Fifty  Million  Dollars  ($50,000,000);  (iii)  Bank  repurchase
agreements  covering  securities  issued  or  guaranteed  by  the  United States
government  or  any  agency  or instrumentality thereof; (iv) money market funds
having a net worth of at least $100,000,000 or similar highly liquid investments
(other  than  tax-exempt  securities  or obligations) including,  the Wilmington
Fund,  an AAA rated money market fund managed by Rodney Square, and an affiliate
of the Account Agent  (such investments being collectively referred to herein as
the  "Permitted  Investments").  Any loss incurred from an investment in or sale
of  Permitted  Investments  will  be  borne  solely by the Cash Collateral Fund.
Investment  and  reinvestment  of the Cash Collateral Fund shall be made only in
Permitted  Investments,  but  the  Account  Agent  may  in its sole and absolute
discretion  select  which  Permitted Investments to reinvest the Cash Collateral
Fund.  It is hereby acknowledged that the Account Agent shall not be required to
maximize  the  investment  return on the Cash Collateral Fund during the term of
this  Account  Agency  Agreement.  The  Account  Agent  shall  be  and hereby is
relieved  of all liability with respect to the purchasing, holding or selling of
Permitted Investments in accordance with the terms hereof.  The Account Agent is
not  responsible  for  any  losses  to the Cash Collateral Fund which may occur,
including,  without  limitation,  by reason of bank failure or the amount of the
Cash Collateral Fund exceeding the Federal Deposit Insurance Corporation limits.
4.     DISPOSITION  OF  SECURITIES.  At  the  time  the  Account  Agent shall be
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required  to  make any payment of principal under this Account Agency Agreement,
the  Account  Agent  shall liquidate the Permitted Investments held hereunder to
make  such  payment.
5.     RIGHTS  TO  CASH  COLLATERAL  FUND.  Except  as provided herein, the Cash
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Collateral Fund shall be for the exclusive benefit of the Company its successors
and  assigns,  and  no  other  person  or  entity shall have any right, title or
interest  therein.
6.     COMPANY  REPRESENTATIONS.  The  Company  represents  and  warrants to the
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Account  Agent  that  (i) it has irrevocable right, power and authority to enter
into  and  perform  this  Agreement,  (ii)  it  has irrevocable right, power and
authority  to  give  and receive directions and notices hereunder;  (iii) it has
irrevocable  right,  power  and authority to make all determinations that may be
required  or  that  it  deems  appropriate under this Agreement; and (iv) it has
given  the Nixon Peabody Partners (as defined in Section 7) the right, power and
authority  to  give  and  receive  direction  and  notices hereunder and to make
required  determinations  that  may  be required or appropriate on behalf of the
Company  as  contemplated  herein.
7.     DISTRIBUTIONS  FROM  THE  CASH  COLLATERAL FUND.  The Account Agent shall
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continue  to  hold  the  principal of the Cash Collateral Fund in its possession
until  authorized  hereunder  to distribute the principal of and income from the
Cash  Collateral  Fund  as  follows:
(a)     upon  receipt  by  the Account Agent of written Instructions from two of
Alexander  J.  Jordan, Jr., Deborah L. Thaxter and Gregory P. Deschenes, or such
other individuals as may be designated by the Managing Partner of Nixon Peabody,
LP  in  the  event  that any of the foregoing shall, for any reason, cease to be
partners  of  Nixon  Peabody  LP  or  cease  to be able to serve in the capacity
contemplated  herein (the "Nixon Peabody Partners") before the Note Payment Date
(as  defined below) , including notice of entry of an order by the United States
District  Court  for  the  Southern  District  of  Florida  that (i) rejects the
Settlement  Agreement  or  (ii)  in  the opinion of such Nixon Peabody Partners,
makes  it  unlikely  that the Settlement Agreement will be approved, the Account
Agent  will,  at the direction of such Nixon Peabody Partners, return the entire
Cash  Collateral  Fund  to  the  Company;  or
(b)     Within  seven  (7)  business  days after receipt by the Account Agent of
written Instructions, including notice from any of the Nixon Peabody Partners of
the day on which the Note Payment Date has occurred or will occur, or, if later,
on  the  Note  Payment Date, to the extent that any Echelon Notes (as defined in
the  Settlement  Agreement)  remain outstanding, the Account Agent shall pay the
Cash  Collateral  Fund  as  follows:
(i)  Two of the Nixon Peabody Partners shall give the Account Agent Instructions
in writing of the extent that any Echelon Notes remain outstanding, and, to that
extent and in accordance with such Instructions, the Account Agent shall pay the
Echelon  Notes  out  of the funds on deposit in the Cash Collateral Account plus
any  interest  earned  on  them  net  of the Account Agent's reasonable fees and
expenses  to  the Liquidating Trustee as payments reducing, first, the principal
amount  due on the Echelon Notes and, second, any interest accrued at 7.5%.  If,
for  any  reason,  the  Liquidating  Trustee  has not been appointed by the Note
Payment  Date  (and  assuming that Cash Collateral Fund has not been returned to
the  Company  pursuant  to  Section  7(a),  above),  the  cash
distributions  shall  be  made  to  each  of  the  Operating Partnerships in the
following  proportions:
AMERICAN  INCOME  PARTNERS  V-A       6.75%
AMERICAN  INCOME  PARTNERS  V-B      17.81%
AMERICAN  INCOME  PARTNERS  V-C       7.47%
AMERICAN  INCOME  PARTNERS  V-D       8.53%
AMERICAN  INCOME  FUND  1-A           5.16%
AMERICAN  INCOME  FUND  1-B           4.09%
AMERICAN  INCOME  FUND  1-C           8.69%
AMERICAN  INCOME  FUND  1-D           9.53%
AMERICAN  INCOME  FUND  1-E          14.97%
AIRFUND                               5.63%
AIRFUND  II                          11.38%
(ii)  Upon  the payment of all of the outstanding aggregate principal amount and
interest  accrued at 7.5% on the Echelon Notes, the Account Agent, in accordance
with  such  Instructions, shall promptly release any remaining funds in the Cash
Collateral  Account  to the Defendants and terminate the Cash Collateral Account
(c)     The  "Note  Payment  Date" shall mean the last day of the first calendar
quarter  after the first date on which the Final Judgment and Order with respect
to  the  Operating  Partnership  Sub Class entered by the Court, as described in
Section  4.4  of  the  Settlement  Agreement,  becomes  final,  binding  and
nonappealable.
(d)     The  Instructions  shall  contain  the  following:
(i)  the  party  or  parties  to  whom, or the account or accounts to which, the
Account  Agent  is  thereby  directed  to  pay  such  amounts;  and
(ii)  the  date  upon  which  the  Account Agent is directed to pay such amount.
The Account Agent may rely fully on the provisions set forth in the Instructions
without  any  responsibility  to determine whether such Instructions comply with
this  Section  7,  or  the  Settlement Agreement. The Company agrees to promptly
issue  the  Account  Agent  instructions to distribute the Cash Collateral Fund.
(e)  In  the  event  transfer  Instructions  are  given,  whether in writing, by
telecopier  or  otherwise, the Account Agent is authorized (but not required) to
seek  confirmation  of  such Instructions by telephone call-back and the Account
Agent  may  rely upon the confirmations of anyone purporting to be the person or
persons  so  designated.  The persons and telephone numbers for callbacks may be
changed  only  in  a  writing  actually received and acknowledged by the Account
Agent.  The  parties  to this Agreement acknowledge that such security procedure
is  commercially reasonable.  The Account Agent may disburse the Cash Collateral
Funds  pursuant  to  Paragraph 7 hereof, either by wire transfer or certified or
bank  check,  at  the  sole  discretion of the Account Agent.  It is understood,
however,  that  the  Account Agent may disburse any funds in the Cash Collateral
Fund  without any Instructions, if such distributions are pursuant to Section 7.
(f)  It  is  understood  that  the  Account Agent in any funds transfer may rely
solely  upon  any  account numbers or similar identifying number provided by the
Nixon Peabody Partners hereto to identify (i) each transferee, (ii) its bank, or
(iii)  an  intermediary  bank.  The  Account  Agent  may  apply  any of the Cash
Collateral  Funds  for  any payment order it executes using any such identifying
number,  even  where  its  use  may result in a person other than the transferee
being paid, or the transfer of funds to a bank other than the transferee's bank,
or  an  intermediary  bank  designated.
8.     TERMINATION  OF AGENCY.  In the event that a dispute arises in connection
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with  the  release of the Cash Collateral Fund, the Account Agent shall have the
sole  and  absolute right to resign in accordance with the provisions of Section
10  hereof.  This  Account Agency Agreement shall automatically terminate if and
when  all  amounts  in  the  Cash  Collateral  Account  (including all the cash,
securities  or other instruments in which any of the funds deposited in the Cash
Collateral  Account shall have been invested) shall have been distributed by the
Account  Agent  in  accordance  with the terms of this Account Agency Agreement.
9.     THE  ACCOUNT  AGENT'S  OBLIGATIONS.   (a)  The obligations of the Account
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Agent  are  those  specifically provided in this Agreement and no other, and the
Account  Agent  shall  have  no liability under, and no duty to inquire into the
terms  and  provisions, of any agreement between the Company and the Plaintiffs.
The Account Agent is acting hereunder as an accommodation to the Company hereto.
The  duties  of the Account Agent are purely ministerial in nature, and it shall
not  incur  any  liability  whatsoever,  except  for willful misconduct or gross
negligence.  The  Account Agent may consult with counsel of its choice and shall
not  be  liable  for  following  the  advice  of  such  counsel.
     (b) The Account Agent shall not have any responsibility for the genuineness
or  validity of any document or other item deposited with it or of any signature
thereon  or  for  the  identity,  authority  or right of any person executing or
depositing  the  same  and shall not have any liability for acting in accordance
with  any  written  instructions or certificates given to it hereunder signed by
the  proper  parties.
10.     RESIGNATION  AND  REMOVAL.  The  Account  Agent  may resign and be fully
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discharged  from its duties hereunder at any time by giving at least thirty (30)
days'  prior  written notice of such resignation to the Company and specifying a
date  upon which such resignation shall take effect; provided, however, that the
Account  Agent  shall  continue  to  serve  until its successor accepts the Cash
Collateral  Fund.  Notwithstanding  the  foregoing,  however,  the Account Agent
shall,  in  the  alternative  have  the  right, at any time, to deposit the Cash
Collateral  Fund  with  a  court of competent jurisdiction and the Account Agent
shall  have  no  further  obligation with respect thereto.  Upon receipt of such
notice,  a  successor  Account  Agent  shall  be  appointed by the Company, such
successor Account Agent to become the Account Agent hereunder on the resignation
date  specified  in  such notice.  If an instrument of acceptance by a successor
Account  Agent  shall  not  have  been  delivered  to  the  Account Agent within
forty-five  (45)  days  after  the  giving  of  such  notice of resignation, the
resigning Account Agent may petition any court of competent jurisdiction for the
appointment  of  a  successor  Account  Agent.  The  Company  may  at  any  time
substitute  a  new  Account Agent by giving ten (10) days' notice thereof to the
Account  Agent  then  acting  and  paying  all fees and expenses of such Account
Agent.  In the alternative, in the event of a dispute in relation to the release
of  the  Cash  Collateral  Fund,  the Account Agent may resign fifteen (15) days
after  giving  written  notice  of  such  resignation  to the parties hereto and
depositing  the  Cash  Collateral Fund with an appropriate court and the Account
Agent  shall  have  no  further  obligation  with  respect  hereto or under this
Agreement,  in  any  manner.
11.     INDEMNIFICATION.  The Company shall hold the Account Agent harmless from
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and  against  and  indemnify  the Account Agent for any loss, liability, expense
(including  reasonable  attorneys'  fees,  costs  of investigation, and expenses
either  paid  to  retained  attorneys  or amounts representing the fair value of
legal  services  rendered  to  itself),  claim  or  demand  arising out of or in
connection  with  the  performance  of  its  obligations  in accordance with the
provisions  of  this  Account  Agency  Agreement  or  relating to the Settlement
Agreement,  except  for  any of the foregoing to the extent it arises out of the
gross  negligence  or  willful  misconduct  of the Account Agent.  In connection
therewith,  the  parties  agree  as  follows:
     (a)     As security for the timely and full payment and satisfaction of all
of  the present and future obligations of the parties to the Account Agent under
this  Agreement,  whether  joint  or  several,  the Company hereby grants to the
Account  Agent  a continuing security interest in and to any and all of the Cash
Collateral  Funds  under  this  Agreement,  whether  now  existing  or hereafter
acquired  or  created,  together  with  the  products  and proceeds thereof, all
payments  and  other  distributions  with  respect  thereto,  and  any  and  all
investments,  renewals,  substitutions,  modifications and extensions of any and
all  of  the  foregoing.  The  Account  Agent  shall  have all of the rights and
remedies  of  a  secured  party  under  the  Uniform  Commercial  Code.
(b)     In  addition,  in  the  event  the  Account  Agent  has not received any
payment,  indemnity,  reimbursement or other amount due it under this Agreement,
then, notwithstanding any other term or provision of this Agreement, the Account
Agent  may in its discretion: (i) retain any and all of the Cash Collateral Fund
until  such  time  as those obligations have been satisfied; and/or (ii) set off
and  apply  any  and  all  of  the  Cash Collateral Fund towards the payment and
satisfaction  of  those obligations. The Account Agent shall have a lien for the
amount  of  any  such  expense  or  loss  on the Cash Collateral Fund held by it
hereunder  and  shall  be  entitled to reimburse itself from the Cash Collateral
Fund  for the amount of any such expense or loss.  Promptly after the receipt by
the  Account  Agent  of notice of any demand or claim or the commencement of any
action,  suit  or  proceeding,  the  Account  Agent shall, if a claim in respect
thereof  is  to  be  made  against  the  Company,  notify the Company thereof in
writing;  but  the  failure  by  the Account Agent to give such notice shall not
relieve  the  Company  from any liability which it may have to the Account Agent
hereunder.  Notwithstanding  any  obligation  to  make  payments  and deliveries
hereunder,  the  Account  Agent  may  retain  and hold for such time as it deems
necessary  such amount of the Cash Collateral Fund as it shall from time to time
in  its sole discretion deem sufficient to indemnify itself for any such loss or
expense  and for any amounts due it under Paragraph 11. For the purposes hereof,
the  term "expense or loss" shall include all amounts paid or payable to satisfy
any  claim,  demand or liability, or in settlement of any claim, demand, action,
suit  or  proceeding  settled  with  the  express written consent of the Account
Agent,  and  all  costs  and expenses, including, but not limited to, reasonable
counsel  fees  and  disbursements paid or incurred in investigating or defending
against  any  such  claim,  demand,  action,  suit  or  proceeding.
(c)  The  Account Agent shall be under no duty to institute any suit, or to take
any  remedial  procedures  under  this Account Agency Agreement, or to enter any
appearance  or  in  any  way defend any suit in which it may be made a defendant
hereunder  until  it  shall  be  indemnified  as  provided  above.
12.     CONTRIBUTION  BACK.     The  Company,  and by signing below, each of the
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Operating  Partnerships  agrees  that in the event any amount of Cash Collateral
Fund  released  to  the  Company  or  any  other  person under this Agreement is
invalidated,  declared  to  be  fraudulent  or preferential or must otherwise be
restored  or  returned  by  the Account Agent in connection with the insolvency,
bankruptcy or reorganization of the Company or other person, whether by order of
or  settlement before any court or other authority or otherwise, the Company and
such other person shall contribute back to the Account Agent an amount such that
each  will  be affected by that invalidation, declaration, restoration or return
ratably  in  proportion  to  the distributions it received under this Agreement,
together  with  any  related assignment, release or other instrument or document
the  Account  Agent  may  request  to  restore  the  status  quo  ante.
13.     TAXES.  To  the  extent  that  the  Account Agent becomes liable for the
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payment of taxes, including withholding taxes, in respect of income derived from
the  investment  of  funds  held  hereunder  or  any  payment  made  hereunder
(collectively,  the "Taxes"), the Account Agent may pay such Taxes.  The Account
Agent  may  (but shall not be required to) withhold from any payment of the Cash
Collateral  Fund  such amount as the Account Agent estimates to be sufficient to
provide for the payment of such Taxes not yet paid, and may use the sum withheld
for  that  purpose.  The  Account  Agent  shall be indemnified and held harmless
against  any liability for Taxes and for any penalties or interest in respect of
Taxes  on such investment income or payments in the manner provided in Paragraph
13.
14.     FEES.  The Account Agent shall be paid by the Company in accordance with
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the  Schedule  of Fees annexed hereto as Exhibit "A" and shall be reimbursed for
the  fees  and disbursements of its attorneys, or, at the request of the Account
Agent,  shall pay such fees and disbursements directly to its attorneys promptly
following  execution  of  this  Account Agency Agreement.  All fees and payments
shall  be paid in United States currency and payable in the United States at the
office  of  the  Account  Agent.
15.     DISPUTES.   (a)  If any dispute should arise with respect to the payment
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and/or ownership or right of possession of the Cash Collateral Fund, the Account
Agent  is authorized and directed to retain in its possession, without liability
to  anyone,  all  or  any portion of the Cash Collateral Fund until such dispute
shall  have  been  settled  either by agreement of the parties concerned or by a
Final  Decree,  but  the  Account  Agent  shall  be  under no duty whatsoever to
institute  or  defend  any  such  proceedings.
     (b)     The Company shall  bear all of its and the Account Agent's fees and
expenses  incurred  by  them in resolving any dispute arising under this Account
Agency  Agreement,  except  that  the  Account Agent shall bear its own fees and
expenses in the event of a final Judgment and Order determining that the dispute
arises  out  of the gross negligence or willful misconduct of the Account Agent.

16.     NOTICES.  All  notices  or  other  communications  which are required or
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permitted  to  be  given  hereunder  shall be in writing and shall personally be
delivered,  sent  by  certified mail, return receipt requested, or facsimile, or
sent  by  a  nationally-recognized  overnight  courier,  to the other parties as
follows:





To  the  Company:
     Equis  Financial  Group  Limited  Partnership
200  Nyala  Farms
Westport,  CT  0880
Attn:  Gary  D.  Engle
     Telephone:  (__)  ________
Facsimile:  (___)  ________


with  a  copy  to:

Nixon  Peabody  LLP
101  Federal  Street
Boston,  MA  02110-1832
     Attn:     Alexander  J.  Jordan,  Esq.
Telephone:  (617)  345-1000
Facsimile:  (617)  345-1300


If  to  the  Account  Agent,  to:
Wilmington  Trust  Company
Rodney  Square  North
1100  North  Market  Street
Wilmington,  DE  19891-0001
Attn:  Lloyd  Martin  Corporate  Trust  Administration
     Telephone:  (302)  636-6438
 Facsimile:  (302)  636-4149


with  a  copy  to:
Putney  Twombly  Hall  &  Hirson,  LLP
521  Fifth  Avenue
New  York,  New  York,  10175
Attn:  William  M.  Pollak,  Esq.
Telephone:  (212)  682-0020
Facsimile:  (212)  682-9380

or  to  such other addresses as the party to whom notice is to be given may have
furnished  to  the  other  parties  in writing.  Any such communication shall be
deemed  to  have been given when (i) delivered, if personally delivered, (ii) on
receipt,  if sent by mail, and (iii) on the business day after dispatch, if sent
by  nationally-recognized  overnight  courier.
16.     COUNTERPARTS.  This  Account  Agency  Agreement  may  be executed in any
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number  of  counterparts,  and  each  such  counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
17.     GOVERNING  LAW AND JURISDICTION.  This Account Agency Agreement shall be
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governed  by  and construed in accordance with the laws of the State of Delaware
without  giving  effect to the principles of conflicts of laws thereunder.  This
Account  Agency  Agreement shall be subject to the exclusive jurisdiction of the
courts located in New York County, New York.  The parties to this Account Agency
Agreement  agree that any breach of any term or condition of this Account Agency
Agreement  shall  be deemed to be a breach occurring in the State of Delaware by
virtue  of  a failure to perform an act required to be performed in the State of
New  York  and  the  parties  irrevocably  and  expressly agree to submit to the
jurisdiction of the courts of the State of New York for the purpose of resolving
any  disputes among the parties relating to this Account Agency Agreement or the
transactions  contemplated hereby.  The parties hereto irrevocably waive, to the
fullest  extent  permitted by law, any objection which they may now or hereafter
have  to the laying of venue of any suit, action or proceeding arising out of or
relating  to  this  Agreement,  or  any judgment entered by any court in respect
hereof  brought  in New York County, New York, and further irrevocably waive any
claim  that  any suit, action or proceeding brought in New York County, New York
has  been  brought  in  an  inconvenient  forum.
18.     BENEFITS  OF  AGREEMENT.  All  the  terms and provisions of this Account
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Agency  Agreement  shall be binding upon and inure to the benefit of the parties
hereto  and their respective successors and assigns; and nothing in this Account
Agency  Agreement,  express  or  implied,  is  intended to confer on any person,
corporation,  group  or  other  entity  other  than the parities hereto or their
respective  successors  and  assigns,  any  rights,  remedies,  obligations  or
liabilities  under  or  by  reason  of  this Account Agency Agreement.  Anything
contained  herein to the contrary notwithstanding, this Account Agency Agreement
shall  not  be  assignable  by any party hereto without the consent of the other
parties  hereto.
19.     FULL  FORCE  AND  EFFECT.  This Account Agency Agreement shall remain in
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full  force  and effect until the Account Agent has delivered all amounts in the
Cash  Collateral  Fund  in  accordance  with  the  terms  hereof.
20.     MODIFICATION.  This  Account  Agency  Agreement  shall not be altered or
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otherwise amended, except pursuant to an instrument in writing signed by each of
the  parties  hereto.
21.     DESCRIPTIVE  HEADINGS.  The  descriptive headings in this Account Agency
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Agreement  are  for convenience only and shall not control or affect the meaning
or  constructing  of  any  provision  of  this  Account  Agency  Agreement.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  by  their respective authorized officers as of the date and year
first  above  written.


EQUIS  FINANCIAL  GROUP  LIMITED  PARTNERSHIP
By:     Equis  Corp.,  General  Partner

     ____________________________________
     Gary  D.  Engle,  President


Wilmington  Trust  Company
By:____________________________
Name:
Title:

The  undersigned  agree  to  be  bound  by
the  terms  of  Section  12:


AMERICAN  INCOME  PARTNERS  V-A  LIMITED  PARTNERSHIP
AMERICAN  INCOME  PARTNERS  V-B  LIMITED  PARTNERSHIP
AMERICAN  INCOME  PARTNERS  V-C  LIMITED  PARTNERSHIP
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP
By:     AFG  Leasing  IV  Incorporated,  General  Partner

     By:  _________________________________
          Gary  D.  Engle,  President


AMERICAN  INCOME  FUND  I-A  LIMITED  PARTNERSHIP
AMERICAN  INCOME  FUND  I-B  LIMITED  PARTNERSHIP
AMERICAN  INCOME  FUND  I-C  LIMITED  PARTNERSHIP
AMERICAN  INCOME  FUND  I-D  LIMITED  PARTNERSHIP
AMERICAN  INCOME  FUND  I-E  LIMITED  PARTNERSHIP
By:     AFG  Leasing  VI  Incorporated,  General  Partner

     By:  _________________________________
          Gary  D.  Engle,  President


AIRFUND  INTERNATIONAL  LIMITED  PARTNERSHIP
AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP
By:  AFG  Aircraft  Management  Corp.,  General  Partner

     By:  _________________________________
          Gary  D.  Engle,  President