EXHIBIT 2.13
                                                                    ------------

                                                                       Conformed
                                                                       ---------


                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA


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,

     Plaintiffs,

v.
     Case  No.  98-8030
EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

      Nominal  Defendants.


<PAGE>




   AMENDMENT TO SUBSECTION 2.2(F) OF THE REVISED STIPULATION OF SETTLEMENT DATED
   -----------------------------------------------------------------------------
                                JANUARY 29, 2002
                                ----------------


     Pursuant to the Court's instruction at the June 7, 2002 fairness hearing in
the  above-captioned  action,  the  Parties  hereby  agree  to,  and submit, the
following  amendment  to  be  substituted  in  Subsection 2.2.(f) of the Revised
Stipulation  of  Settlement  dated  January  29,  2002:
     (f)     Sale  of  the  Echelon  Notes.  In  accordance  with  the  Court's
             -----------------------------
Preliminary  Approval  Order  dated March 22, 1999 requiring that the Defendants
use  their  best  efforts  to  sell any New Investments in an orderly and timely
fashion  if  the Exchange has not occurred, Equis and the General Partners shall
purchase  the  Echelon  Notes  not  later  than the last day of the first fiscal
quarter  after  the  Effective  Date  - the Operating Partnership Sub-Class (the
"Note Payment Date").  Equis and the General Partners shall purchase the Echelon
Notes  for a price equal to their aggregate outstanding principal amount plus an
annualized  return  of  7.5% simple interest (calculated on the basis of the $32
million  original  aggregate  principal  amount  of  the  Echelon Notes less any
payments  during  the  original  aggregate principal amount of the Echelon Notes
less  any  payments  during the term of such notes) from the origination date of
March  8,  2000  until  the  date  on which the Echelon Notes are purchased (the
"Echelon  Note Purchase Price").  The Defendants shall cause Echelon Residential
Holdings  LLC  not  to  make  any  distributions in respect of its common equity
interests  while  any  outstanding principal and accrued interest of the Echelon
Notes  is payable to the Operating Partnerships or the Liquidating Trust, as the
case  may  be.  For  the purpose of calculating the Echelon Note Purchase Price,
any  payments  made in respect to the Echelon Notes prior to the purchase of the
notes  by  Equis  and  the  General  Partners shall be applied as a reduction in
principal  amount pro rata of the Echelon Notes and the 7.5% rate of return will
cease  to  accrue  on  such  payments after receipt of such payments.  IT IS THE
CLEAR  INTENT  AND AGREEMENT OF THE PARTIES THAT IN NO EVENT SHALL EQUIS AND THE
GENERAL  PARTNERS  PAY LESS FOR THE ECHELON NOTES THAN THE ECHELON NOTE PURCHASE
PRICE  (I.E.,  $32 MILLION PLUS 7.5% SIMPLE INTEREST ACCRUED ON THAT AMOUNT FROM
        ----
THE  ORIGINATION DATE OF MARCH 8, 2000 UNTIL THE DATE ON WHICH THE ECHELON NOTES
ARE  PURCHASED).  HOWEVER,  IN  ORDER  TO  ENSURE  THAT  THE  DEFENDANTS ARE NOT
RECEIVING  A  WINDFALL IN CONNECTION WITH THE PURCHASE OF THE ECHELON NOTES, THE
DEFENDANTS  SHALL  HAVE  AN  APPRAISAL  OF THE PROPERTIES UNDERLYING THE ECHELON
NOTES  CONDUCTED  PRIOR  TO  THE NOTE PAYMENT DATE BY AN INDEPENDENT, NATIONALLY
RECOGNIZED,  ACCREDITED  APPRAISER.  IN  THE EVENT THAT THE FAIR MARKET VALUE OF
THE  PROPERTIES  UNDERLYING THE ECHELON NOTES BASED ON THE APPRAISAL EXCEEDS THE
                                                                     -------
ECHELON  NOTE  PURCHASE  PRICE  (I.E., IS MORE THAN $32 MILLION PLUS 7.5% SIMPLE
                                 ----
INTEREST  CALCULATED  AS DESCRIBED ABOVE), THE LIQUIDATING TRUSTEE WILL HAVE THE
OPTION TO FORECLOSE AND COLLECT ON THE ECHELON NOTES RATHER THAN ALLOW EQUIS AND
THE GENERAL PARTNERS TO PURCHASE THE ECHELON NOTES FOR THE ECHELON NOTE PURCHASE
PRICE.  Upon  receipt  of  the  Echelon  Note  Purchase  Price,  the  Operating
Partnerships will assign and deliver their respective Echelon Notes to Equis and
the General Partners along with a full release of the Payor's obligations to the
Operating  Partnerships under the Echelon Notes.  Equis and the General Partners
agree  that  upon

<PAGE>
receipt  of  the  Echelon  Notes  and  said  release  they  shall  forebear from
foreclosing  on  the  Echelon  Notes.
     In  the  event  the  Echelon  Note Purchase Price has not been paid for the
Echelon  Notes  by  Equis  and  the  General  Partners  by  the Maturity Date of
September 8, 2002, the Operating Partnerships shall forebear from foreclosing on
the  Echelon  Notes  until  the  earlier of the purchase of the Echelon Notes by
Equis  and  the  General  Partners  on  the  Note Payment Date or the rejection,
termination  or  cancellation  of  this  Revised  Stipulation.

Respectfully  submitted,
this  11th  day  of  June  2002,

ATTORNEYS  FOR  PLAINTIFFS:


       s/Allan  Lerner    by  ADF
---------------------------------
LERNER  &  PEARCE,  P.A.
Allan  M.  Lerner
2888  East  Oakland  Park  Boulevard
Fort  Lauderdale,  FL   33306
(305)  563-8111

and

        s/Andrew  D.  Friedman
------------------------------
WECHSLER  HARWOOD  HALEBIAN  &  FEFFER  LLP
Andrew  D.  Friedman
488  Madison  Avenue,  8th  Floor
New  York,  NY  10022
(212)  935-7400

LAW  OFFICES  OF  VINCENT  T.  GRESHAM
Vincent  T.  Gresham
6065  Roswell  Road,  Ste.  1445
Atlanta,  GA  30328
(770)  552-5270

GILMAN  AND  PASTOR
Peter  A.  Lagorio
One  Boston  Place
Boston,  MA  02108-4400
(617)  589-3750

BENJAMIN  S.  SCHWARTZ,  CHARTERED
Benjamin  S.  Schwartz
4600  Olympic  Way
Evergreen,  CO   80439
(303)  670-5941

GLANCY  &  BINKOW
Lionel  Z.  Glancy
1801  Avenue  of  the  Stars,  Suite  306
Los  Angeles,  CA   90067
(310)  201-9150

LAW  OFFICES  OF  JAMES  V.  BASHIAN
500  Fifth  Avenue,  Ste.  2700
New  York,  NY  10110
(212)  921-4100

THOMAS  A.  HOADLEY,  PA
310  Australian  Avenue
Palm  Beach,  FL  33480
(561)  792-9006

GOODKIND,  LABATAN,  RUDOFF  &  SUCHAROW,  LLP
Lynda  J.  Grant
Robert  N.  Cappucci
100  Park  Avenue
New  York,  NY  10017
(212)  907-0700

LASKY  &  RIFKIND,  LTD.
Leigh  Lasky
30  North  LaSalle  Street,  Ste.  2140
Chicago,  IL  60602
(312)  759-7670

HAROLD  B.  OBSTFELD,  P.C.
Harold  B.  Obstfeld
260  Madison  Avenue
New  York,  NY  10116
(212)  696-1212

ATTORNEYS  FOR  DEFENDANTS:


       s/Gerald  F.  Richman
----------------------------
RICHMAN  GREER  WEIL  BRUMBAUGH
MIRABITO  &  CHRISTENSEN,  P.A.
Gerald  F.  Richman,  Esq.
250  Australian  Ave.  South  -  Suite  1504
West  Palm  Beach,  Florida   33401
Tel.  (561)  803-3500

and

       s/Gregory  P.  Deschenes
-------------------------------
NIXON  PEABODY  LLP
Deborah  L.  Thaxter,  P.C.
Gregory  P.  Deschenes
101  Federal  Street
Boston,  MA  02110-1832
Te.  (617)  345-1000





                                    EXHIBIT A
                                    ---------

                                                          EXHIBIT 2.13 EXHIBIT A
                                                          ----------------------


                                                                       Conformed
                                                                       ---------

                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA



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,

     Plaintiffs,

v.
     Case  No.  98-8030
EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

     Nominal  Defendants.


<PAGE>


                        REVISED STIPULATION OF SETTLEMENT
                        ---------------------------------


     This  Revised  Stipulation  of  Settlement  (the  "Revised  Stipulation" or
"Settlement") dated as of January 29, 2002 is made and entered into by and among
the  Plaintiffs, individually and on behalf of all others similarly situated, as
further  described  below,  and derivatively on behalf of the Nominal Defendants
(defined  below),  on  the  one hand, and the Defendants (defined below), on the
other  hand,  by  and through their undersigned attorneys in the Action (defined
below),  and  is  subject  to  the  approval  of  the  Court  (defined  below).

                                    RECITALS
                                    --------
     Capitalized  terms  not otherwise defined shall have the meanings set forth
in  Article  I  of  this  Revised  Stipulation.
     WHEREAS
     A.     This Action was brought by the Plaintiffs, owners of limited partner
units  ("Units")  or  beneficial  interests ("Interests") in investment programs
sponsored  by  defendant  Equis  Financial  Group  Limited  Partnership,  as
successor-in-interest  to  American  Finance  Group  ("Equis"),  as  a class and
derivative  action  on  behalf  of the twenty-eight investment programs named as
Nominal  Defendants  in the Action -- twenty-four (24) limited partnerships (the
"Partnerships")  and four (4) Trusts organized under Delaware law (the "Trusts")
(the  Partnerships  and  the Trusts are referred to collectively as the "Nominal
Defendants")  --  and  a  putative class of current and certain former owners of
Units or Interests of the Nominal Defendants (the "putative Class" or "Class" or
"Class  Members").
B.     Named  as defendants are Equis, certain of its affiliates, including five
wholly-owned  subsidiaries  of  Equis which are the general partners or managing
trustees  of  one or more of the Nominal Defendants (the "Managing Defendants"),
and  certain other entities and individuals alleged to own and/or control one or
more  of  the  Managing  Defendants  and  Nominal  Defendants  (the "Controlling
Defendants").
C.     Plaintiffs  have  asserted  claims  arising  out  of  the  acts,  errors,
omissions,  practices,  and  course  of  conduct  allegedly  engaged  in  by the
Defendants  in  connection  with  the  operation  and  management of the Nominal
Defendants, including, but not limited to, common law fraud, breach of contract,
breach  of  fiduciary  duties,  and  violations  of the Partnership and/or Trust
Agreements  that  govern  each of the Nominal Defendants, and seek various legal
and  equitable remedies, including compensatory and punitive damages and various
forms  of  injunctive  relief.
D.     Plaintiffs  allege  that the Defendants have engaged in a common plan and
scheme in which they have, among other things, (1) violated Section 14(a) of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), and the rules and
regulations  promulgated  by  the SEC thereunder, by intentionally or recklessly
issuing,  disseminating  to  certain  Class Members, and/or filing with the SEC,
documents  which  contained  false and misleading statements and/or omissions of
material  facts;  and (2) breached their fiduciary duties of loyalty, good faith
and  due  diligence  by,  among other things, (a) misappropriating assets of the
Nominal  Defendants  by causing them to, inter alia, sell or exchange assets for
inadequate  consideration, enter into unnecessary and wasteful transactions, and
to  pay  fees  and  reimbursements  of  expenses  to  the  Defendants  and their
affiliates  in  amounts that greatly exceeded the value of the services provided
and/or  the  amounts  permitted  by  the  respective Governing Agreements of the
Nominal  Defendants,  (b) failing to explore and/or pursue transactions designed
to  maximize  the  value  of  the Units and Interests, and (c) usurping business
opportunities  that  belonged  to the Nominal Defendants and the profits derived
therefrom.
E.     Defendants categorically deny the allegations in the Class and Derivative
Action  Complaint,  deny any fault, wrongdoing, or liability relating in any way
to,  inter  alia, the offering and sale of Units or Interests; any statements or
demands  concerning the Partnerships; and the operation and management of any of
the  Partnerships  and  Trusts.  The  Defendants  further  deny  that they acted
improperly  in  any  way,  and  deny  any  liability  of  any  kind to the Named
Plaintiffs,  the Nominal Defendants, or any member of the Settlement Class.  The
Defendants  are  entering  into  this  Revised  Stipulation  solely  because the
proposed  settlement  would  eliminate  the burden, inconvenience and expense of
further  litigation  and  to  achieve  total  and  final  release,  repose  and
protection.
F.     In  the  absence of this Revised Stipulation, Defendants would vigorously
assert and pursue several defenses as a complete bar to recovery in this Action.
G.     The  parties  agree  that  the  Court  should  grant  a  joint motion for
conditional  certification  of  the  Settlement  Class and that the Court should
designate  the  Named  Plaintiffs  as  class representatives and designate Class
Counsel  as  class  counsel, solely for the purposes of this Revised Stipulation
and  the  Settlement  of  the  Action  as  set  forth  herein.
H.     The parties consider it desirable that the Action be settled on the terms
and  conditions  set  forth  in  this  Revised  Stipulation.
I.     Based  on their investigation of the facts and of the applicable law, the
Named  Plaintiffs  and Class Counsel have concluded that the proposed settlement
of  the  Action on the terms and conditions of this Revised Stipulation is fair,
reasonable,  and  adequate  and is in the best interests of the Settlement Class
and the Nominal Defendants, having taken into account the risks and difficulties
involved  in  attempting  to  establish  a  right  of  recovery on behalf of the
Settlement  Class  and/or  the  Nominal  Defendants  against the Defendants, the
expense  and  length  of time necessary to continue the litigation through trial
and  the  appeals that might follow, and the uncertainty inherent in any complex
litigation  and  the  substantial  benefits  of the Settlement for the Class and
Nominal  Defendants.
J.     The  proposed  settlement  of  the  Action  contemplated  by this Revised
Stipulation  is  the  product  of  extensive,  good  faith,  and  arm's-length
negotiation  between  Class  Counsel  and  counsel  for  the  Defendants.
NOW,  THEREFORE,  in consideration of the foregoing Recitals and the agreements,
covenants,  representations  and  warranties  set  forth  herein,  IT  IS HEREBY
STIPULATED  AND  AGREED by and among the Parties, by and through their attorneys
or counsel of record, that, subject to the approval of the Court, the Action and
all  claims  that have been or could have been asserted therein shall be finally
and fully compromised and settled as to all Defendants and the Released Parties,
and  this  Action  shall be dismissed on the merits and with prejudice as to all
Defendants  and  the  Released  Parties upon the following terms and conditions:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     As  used in this Revised Stipulation, the following capitalized terms shall
have  the  meanings  respectively  assigned  to  them  below.
Section 1.1.  "Action" shall mean the case entitled Leonard Rosenblum, et al. v.
               ------                               ----------------------------
Equis Financial Group, Inc. et al., Case No. 98-8030, filed in the United States
----------------------------------
District  Court  for  the  Southern  District  of  Florida  by  the  Plaintiffs,
individually and on behalf of all persons similarly situated and derivatively on
behalf  of  the  Nominal  Defendants,  against  the  Defendants.
Section 1.2.     "Class" or "Settlement Class" or "Class Members" shall mean the
                  -----      ----------------      -------------
class  comprised  of  all Members of the three sub-classes defined herein -- the
RSL  Sub-Class, Operating Partnership Sub-Class and Trust Sub-Class -- excluding
only  those  RSL  Sub-Class  and  Trust Sub-Class Members who submit a valid and
timely  request  for  exclusion  from  the  Settlement  Class  pursuant  to  the
provisions  of  the  Class  Certification  and  Notice  Order.
Section  1.3.     "Class  Counsel"  shall  mean Law Offices of Lionel Z. Glancy,
                   --------------
Wechsler  Harwood  Halebian & Feffer LLP, Gilman and Pastor, LLP, The Law Office
of  Vincent T. Gresham, Benjamin S. Schwartz, Chartered, Law Offices of Allen M.
Lerner,  Law  Offices  of  James  V. Bashian, Thomas A. Hoadley, P.A., Goodkind,
Labatan,  Rudoff & Sucharow, LLP, Lasky & Rifkind, Ltd., and Harold B. Obstfeld,
P.C.
Section  1.4.     "Complaint"  or  "Class and Derivative Action Complaint" shall
                   ---------        -------------------------------------
mean  the  class  and  derivative action complaint filed on or about January 15,
1998.
Section  1.5.     "Counsel  for  the  Defendants"  shall mean Nixon Peabody LLP.
                   -----------------------------
Section  1.6.     "Court"  shall  mean  the United States District Court for the
                   -----
Southern  District  of  Florida.
Section 1.7.     "Defendant/Defendants" shall mean Equis Financial Group Limited
                  --------------------
Partnership, Equis Corporation, GDE Acquisition Limited Partnership, AFG Leasing
Incorporated,  AFG  Leasing  IV  Incorporated,  AFG Leasing VI Incorporated, AFG
Aircraft  Management  Corporation, AFG ASIT Corporation, AF/AIP Programs Limited
Partnership,  Gary  D.  Engle  and  Geoffrey  A. MacDonald, either singularly or
collectively.
     Section  1.8.     "Echelon  Notes"  shall  mean  the  $32 million aggregate
                        --------------
principal  amount of promissory notes issued by Echelon Residential Holdings LLC
to  the  Operating  Partnerships  to  finance  the acquisition of the Properties
pursuant  to  the  Court's  March  22,  1999  Order  permitting  the  Operating
Partnerships  to  make  New  Investments.
     Section  1.9.     "Echelon  Note  Purchase  Price"  shall  mean  the  price
                        ------------------------------
required  to  be  paid to the Operating Partnerships for the Echelon Notes which
shall  be  an  amount equal to the aggregate outstanding principal amount of $32
million  plus  a  return  of  7.5%  simple interest per annum on the outstanding
principal  amounts  of the Echelon Notes calculated from the origination date of
March  8,  2000  through  the  Note  Payment  Date.
Section  1.10.     "Effective  Date  - RSL and Trust Sub-Classes" shall mean the
                    --------------------------------------------
first  date  on  which  the Final Judgment and Order with respect to the RSL and
Trust  Sub-Classes  entered  by  the  Court, as described in Section 4.4 hereof,
becomes  final,  binding  and non-appealable which shall be deemed to occur upon
the  last  of the following:  (a) if no appeal or review of the Final Judgment -
RSL and Trust Sub-Classes is sought, the thirtieth (30th) day after entry of the
Final Judgment - RSL and Trust Sub-Classes (or, if the date for taking an appeal
shall be extended, the date of expiration of the extension); or (b) if an appeal
or review of the Final Judgment and Order - RSL and Trust Sub-Classes is sought,
the  day  after  such  Final  Judgment  and Order - RSL and Trust Sub-Classes is
affirmed  or the appeal or review is dismissed or denied and such Final Judgment
and  Order  -  RSL and Trust Sub-Classes is no longer subject to further review.
Section  1.11.     "Effective Date - Operating Partnership Sub-Class" shall mean
                    ------------------------------------------------
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  hereof,  becomes final, binding and non-appealable which shall be deemed to
occur  upon  the last of the following:  (a) if no appeal or review of the Final
Judgment  -  Operating Partnership Sub-Class is sought, the thirtieth (30th) day
after the entry of the Final Judgment - Operating Partnership Sub-Class (or , if
the  date  for taking an appeal shall be extended, the date of expiration of the
extension);  or  (b)  if  an  appeal or review of the Final Judgment and Order -
Operating  Partnership  Sub-Class  is sought, the date after such Final Judgment
and  Order  -  Operating  Partnership  Sub-Class is no longer subject to further
review.
Section  1.12.     "Equipment" shall mean the existing equipment assets directly
                    ---------
and  indirectly  owned  by  the  Partnerships  and  Trusts.
Section 1.13.     "Expense Fund" shall mean an amount not to exceed $2.5 million
                   ------------
to be used for the payment of attorneys' fees and reimbursable expenses of Class
Counsel  that  are  approved  by  the  Court.
Section  1.14.     "Final  Judgment and Order - RSL and Trust Sub-Classes" shall
                    -----------------------------------------------------
mean  the final judgment entered by the Court as provided in Section 4.4 hereof.
Section  1.15.     "Final  Judgment and Order - Operating Partnership Sub-Class"
                    -----------------------------------------------------------
shall  mean  the  final judgment entered by the Court as provided in Section 4.4
hereof,  substantially  in  the  form of Exhibit C hereto, finally approving the
Settlement  contemplated  by  this  Revised  Stipulation  with  respect  to  the
Operating  Partnership  Sub-Class.
Section  1.16.     "General Partner" or "General Partners" shall mean any of the
                    ---------------      ----------------
General  Partners  of  the  Partnerships,  including  AFG  Leasing Associates, a
Massachusetts  general  partnership,  AFG  Leasing Incorporated, a Massachusetts
corporation, AFG Leasing Associates II, a Massachusetts general partnership, AFG
Leasing  IV  Incorporated,  a  Massachusetts  corporation,  AFG  Leasing  VI
Incorporated,  a Massachusetts corporation, AFG Aircraft Management Corporation,
a  Massachusetts  corporation,  and  AFG  ASIT  Corporation,  a  Massachusetts
corporation.
Section 1.17.     "General Partner Interest" shall mean the percentage ownership
                   ------------------------
of  the  General  Partners  in  the Partnerships as set forth in the Partnership
Agreements.
Section  1.18.     "Governing  Agreements"  means  the  Partnership  and  Trust
                    ---------------------
Agreements  that  govern  each  of  the  Nominal  Defendants.
Section 1.19.     "Lead Plaintiffs' Counsel" shall mean Andrew D. Friedman, Esq.
                   ------------------------
of  Wechsler  Harwood  Halebian  &  Feffer  LLP.
Section  1.20.     "Limited  Partner" shall mean  a Person who owns Units of any
                    ----------------
of  the  Partnerships.
Section 1.21.     "Liquidating Trust" shall mean a liquidating trust established
                   -----------------
upon the dissolution of the Operating Partnerships, one of the trustees of which
shall  be  an  independent,  nationally-recognized  financial  institution.  The
trustee(s)  may  engage a manager to manage and administer the Liquidating Trust
assets  and  liabilities.
Section  1.22.     "Liquidating  Trustee"  shall  mean  the  Trustee(s)  of  the
                    --------------------
Liquidating  Trust.
Section  1.23.     "Manager"  shall  mean  the  manager  as  set  forth  in each
                    -------
Partnership  Agreement.
Section  1.24.     "Maturity Date" means the maturity date of the Echelon Notes,
                    -------------
September  8,  2002.
Section  1.25.     "Named  Plaintiffs"  shall  mean  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.
Section  1.26.     "Net  Proceeds" shall mean the gross amount of each Cash Fund
                    -------------
established  pursuant  to  Sections  2.1(a),  2.2(b)  and  2.3(a) and (b) of the
Stipulation  less  the  respective  amount  allocated  to each Cash Fund for the
portion  of  the Expense Fund that is to be contributed by the Class and Nominal
Defendants  (i.e.,  60%  of  the  Expense  Fund).
             ----
Section  1.27.     "Nominal  Defendants"  shall  mean  the  twenty-four  (24)
                    -------------------
Partnerships  organized  under  Massachusetts  law and four (4) Trusts organized
under  Delaware  law which collectively comprised all of the investment programs
sponsored  by  Equis.
Section  1.28.     "Note  Payment  Date"  shall  mean  the last day of the first
                    -------------------
fiscal  quarter  after  the  Effective  Date-Operating  Partnership  Sub-Class.
Section  1.29.     "Notice  -  RSL and Trust Sub-Classes" or "Class Notice - RSL
                    ------------------------------------      ------------------
and  Trust  Sub-Classes"  shall  mean  the Notice of Class Action Determination,
  ---------------------
Proposed  Settlement  and  Fairness  Hearing  to be approved by the Court as set
  --
forth  in  Section  4.1  hereof.
  --
Section  1.30.     "Notice  -  Operating Sub-Class" or "Class Notice - Operating
                    ------------------------------      ------------------------
Sub-Class"  shall  mean  the  Notice  of  Class  Action  Determination, Proposed
  -------
Settlement  and  Fairness  Hearing  to  be approved by the Court as set forth in
  -----
Section  4.1  hereof,  substantially  in  the form attached as Exhibit B hereto.
  --
Section  1.31.     "Operating Partnerships" shall mean the following eleven (11)
                    ----------------------
Partnerships  named  as  Nominal  Defendants  that  are  still  in existence and
currently  operating:
(a)     American  Income  Partners  V-A  Limited  Partnership,
(b)     American  Income  Partners  V-B  Limited  Partnership,
(c)     American  Income  Partners  V-C  Limited  Partnership,
(d)     American  Income  Partners  V-D  Limited  Partnership,
(e)     American  Income  Fund  I-A,  a  Massachusetts  Limited  Partnership,
(f)     American  Income  Fund  I-B,  a  Massachusetts  Limited  Partnership,
(g)     American  Income  Fund  I-C,  a  Massachusetts  Limited  Partnership,
(h)     American  Income  Fund  I-D,  a  Massachusetts  Limited  Partnership,
(i)     American  Income  Fund  I-E,  a  Massachusetts  Limited  Partnership,
(j)     AIRFUND  International  Limited  Partnership,  and
(k)     AIRFUND  II  International  Limited  Partnership.

     Section  1.32.     "Operating Partnership Sub-Class" shall mean all Persons
                         -------------------------------
who own Units of any of the Operating Partnerships as of the date of the Court's
preliminary  approval  of  the  Settlement.  Members of this Sub-Class shall not
have  the  right  to  request  exclusion  from  the  Settlement  Class.
Section 1.33.     "Parties" shall mean, collectively, the Plaintiffs, the Class,
                   -------
the  Nominal  Defendants  and  the  Defendants.
Section 1.34.     "Partnership Agreements" shall mean, collectively, the amended
                   ----------------------
agreements  of  limited partnership of the Partnerships, the provisions of which
govern  the  rights  and  obligations  of  their  respective  partners.
Section  1.35.     "Payor"  shall  mean  Echelon  Residential  Holdings LLC, the
                    -----
obligor  under  the  Echelon  Notes.
Section  1.36.     "Person"  shall mean an individual, corporation, partnership,
                    ------
limited  partnership,  limited  liability  company,  association,  joint  stock
company,  estate,  legal  representative, trust, unincorporated organization and
any  other  type  of  legal  entity,  and their heirs, predecessors, successors,
representatives  and  assigns.
Section 1.37.     "Preliminary Approval Order" shall mean the order of the Court
                   --------------------------
as  described  in  Section  4.1  hereof,  substantially  in the form attached as
Exhibit  A  hereto.
     Section  1.38.     "Properties"  shall  mean  seven  parcels of land either
                         ----------
under  construction  or  development as multifamily housing and interests in two
joint ventures holding parcels of land under development as multifamily housing,
originally  owned  by  Echelon  Residential  LLC,  a  wholly-owned subsidiary of
Echelon  Residential  Holdings  LLC,  the  issuer  of  the Echelon Notes, or the
proceeds  of  such  parcels of land and joint ventures in the event of a sale or
refinancing.
     Section  1.39.     "Released  Parties"  means  (i)  the  Defendants  or the
                         -----------------
General  Partners;  (ii)  past  or present beneficiaries, subsidiaries, parents,
affiliates,  associates,  successors  or  assigns including, without limitation,
James  A.  Coyne,  of  any  of  the  Defendants; (iii) past or present officers,
directors,  shareholders,  partners, members, employees, and attorneys of any of
the foregoing; (iv) agents, advisors, investment bankers, accountants, financial
advisors  or  other  advisors,  including  the  issuer  of the fairness opinion,
appraisers,  independent  contractors,  representatives,  trustees,  heirs,
executors,  and administrators of the Defendants and Nominal Defendants; and (v)
Echelon  Residential  Holdings  LLC,  Echelon  Residential  LLC  and any past or
present  beneficiaries,  subsidiaries, parents, successors or assigns, officers,
directors,  members, employees, attorneys, agents, advisors, investment bankers,
accountants,  contractors, financial advisors, representatives, trustees, heirs,
executors, administrators or other affiliates, associates and advisors of any of
the  foregoing.
Section  1.40.     "Releasing  Parties"  shall have the meaning ascribed to such
                    ------------------
term  in  Section  3.1  and  Section  3.2  hereof.
Section  1.41.     "Revised  Stipulation" shall mean this Revised Stipulation of
                    --------------------
Settlement,  together  with  all  exhibits  hereto.
Section  1.42.     "RSL  Sub-Class" shall mean all persons who owned Units as of
                    --------------
September  30,  1996  of  any of the thirteen (13) Partnerships that sold all of
their  remaining  assets  to RSL Finance II Limited Partnership ("RSL") and were
subsequently  liquidated  (the  "Liquidated  Partnerships")  and/or  the two (2)
Operating  Partnerships  that  sold certain assets to RSL in connection with the
transaction  closed  on or about September 30, 1996 (the "RSL Transaction"), but
shall  exclude those Members who submit a valid and timely request for exclusion
from the RSL Sub-Class pursuant to the provisions of the Class Certification and
Notice  Order.
Section  1.43.     "SEC"  shall  mean  the United States Securities and Exchange
                    ---
Commission.
     Section  1.44.     "Semele  Notes"  shall  mean purchase money notes in the
                         -------------
aggregate  principal amount of $3,957,146 bearing an interest rate of 10% issued
by  Semele  Group, Inc. indirectly to five of the Operating Partnerships as part
of the consideration in the purchase of vessels formerly owned indirectly by the
Partnerships  and  certain  affiliated  investment  programs.
     Section  1.45.     "Semele Group Stock" shall mean 177,730 shares of common
                         ------------------
stock  of  Semele  Group,  Inc.  indirectly  issued  to  five  of  the Operating
Partnerships  as  part  of the consideration in the purchase of vessels formerly
owned  indirectly  by  those  Partnerships  and  certain  affiliated  investment
programs.
     Section  1.46.     "Settlement"  shall  mean  the  settlement of the Action
                         ----------
pursuant  to  the  terms  of  this  Revised  Stipulation.
Section  1.47.     "Settled  Claims" shall have the meaning ascribed to the term
                    ---------------
in  Sections  3.1  and  3.2  hereof.
Section  1.48.     "Settlement  Hearing" or "Settlement Hearings" shall mean the
                    -------------------      -------------------
fairness  hearing or hearings held at the time and place designated by the Court
to consider final approval of the Settlement, as provided in Section 4.3 hereof.
Section  1.49.     "Stipulation"  or  "Original  Stipulation"  shall  mean  the
                    -----------        ---------------------
original  Stipulation  of  Settlement,  together  with  all  exhibits  hereto.
Section  1.50.     "Trust  Sub-Class  Members"  shall mean all Persons who owned
                    -------------------------
Interests of the Trusts (now characterized as Class A Interests) as of September
1,  1997,  and/or their successors and assigns, but shall exclude the Trusts and
those Members who submit a valid and timely request for exclusion from the Trust
Sub-Class  pursuant  to  the  provisions  of  the Class Certification and Notice
Order.
Section  1.51.     "Trusts"  shall  mean  AFG  Investment  Trust  A,  a Delaware
                    ------
Business  Trust;  AFG  Investment  Trust  B,  a  Delaware  Business  Trust;  AFG
Investment  Trust  C,  a  Delaware Business Trust; and AFG Investment Trust D, a
Delaware  Business  Trust.
Section  1.52.     "Unit"  shall  mean a unit of limited partnership interest in
                    ----
any  of  the  Partnerships.
Section  1.53.     "Unknown Claims" shall have the meaning ascribed to such term
                    --------------
in  Sections  3.1  and  3.2  hereof.

                                   ARTICLE II
              CONSIDERATION TO THE SETTLEMENT CLASS FOR SETTLEMENT
              ----------------------------------------------------
     Subject  to Court approval and the conditions specified herein, in full and
final  disposition,  settlement,  discharge, release and satisfaction of any and
all  Settled Claims, the Defendants agree to provide the following consideration
to  the  Settlement  Class  Members  and  Nominal  Defendants:
     Section  2.1.     Cash  Distribution  to  RSL  Sub-Class  Members.
                       -----------------------------------------------
     (a)     $600,000 Cash Fund.  Within fifteen (15) days of the Effective Date
             ------------------
-  RSL  and  Trust  Sub-Classes,  the  Defendants shall establish a Cash Fund by
paying the sum of $600,000 for the benefit of the RSL Sub-Class Members, the Net
Proceeds  of which will be distributed on a pro rata per Unit-owned basis to the
RSL  Sub-Class  Members  who  are  not  Defendants  and/or  affiliates  of  the
Defendants.
(b)     Cash  Distributions  From  Release  of $2 Million From Reserve Accounts.
        -----------------------------------------------------------------------
Within  fifteen (15) days of the Effective Date - RSL and Trust Sub-Classes, the
Defendants  shall  cause  an aggregate sum of $2 million to be distributed, from
the  remaining  funds  contained  in  certain reserve escrow accounts previously
established  by the Liquidated Partnerships, to the General and Limited Partners
of  the  Liquidated  Partnerships  on  that  date,  on  a  pro rata basis and as
determined  by  the  amounts  contributed  by each Liquidated Partnership to the
reserve  escrow  accounts,  after  considering  the amounts of any contingent or
existing  liabilities  that  are  reasonably  estimated for each such Liquidated
Partnership.
     Section  2.2.     Cash  Distributions  and Orderly Liquidation of Assets of
                       ---------------------------------------------------------
the  Operating  Partnerships.
  --------------------------
The  Defendants  agree  to  conduct  the  orderly  liquidation  of the Operating
Partnerships  as  more  fully  set  forth  below:
     (a)     Liquidation  of  Assets  and  Dissolution  of  the  Operating
             -------------------------------------------------------------
Partnerships.  Defendants  have  agreed  to  dissolve  each  of  the  Operating
Partnerships  and liquidate their remaining assets on or before thirty (30) days
following  the  Effective  Date  -  Operating  Partnership  Sub-Class  and, upon
dissolution,  the  General  Partners  (or  their successors) shall (i) cause the
cancellation of each Operating Partnership's Certificate of Limited Partnership,
(ii)  apply  and  distribute  all  cash  and  proceeds  in  accordance  with the
provisions  set  forth in their respective Limited Partnership Agreements and as
described  in  subsection  2.2(b)  below  after  reserving  cash amounts for any
contingent or existing sales, use and property tax or other types of liabilities
that  are  reasonably  estimated for each such Operating Partnership, which cash
reserves  shall  be maintained in a separate account managed and administered on
behalf  of  the  Operating Partnerships (and the successor Liquidating Trust) by
their  respective  General  Partners  or  their successors or assigns, and (iii)
liquidate  the  Partnership's  assets.  All  cash  other  than the cash reserves
referred  to  in (ii) above and any assets that could not be sold for cash prior
to  dissolution  shall  be  placed in a Liquidating Trust for the benefit of the
Members  of  the  Operating  Partnership  Sub-Class  to  be established upon the
dissolution  of  the  Operating  Partnerships  with  an  independent,
nationally-recognized financial institution as its trustee.  All of the net cash
proceeds  from  the  sale  of  assets  of  the  Liquidating Trust and cash, less
reserves  for  any  contingent  liabilities,  shall  be  distributed  to  the
beneficiaries  of  the  Liquidating  Trust  no  later  than  December  31, 2003.
(b)     Cash  Distribution  to  Partners  of  the Operating Partnerships.  On or
        ----------------------------------------------------------------
before  thirty  (30)  days  following the Effective Date - Operating Partnership
Sub-Class,  the  Operating  Partnerships or Liquidating Trustee, as the case may
be, shall collectively distribute on a pro rata basis a minimum aggregate amount
of  $15  million  (less  any  cash  distributions made prior to that date and an
amount  up  to  $700,000  for  the  Operating Partnerships' shares of the amount
approved  for  payment  of  attorneys'  fees  and  reimbursement  of  expenses)
representing  all  of  the  cash  that  is  then  held  by each of the Operating
Partnerships  or  the  Liquidating  Trust to the Operating Partnership Sub-Class
Members  and the General Partners of the Operating Partnerships, after reserving
amounts for any contingent or existing liabilities that are reasonably estimated
for  each  such  Operating  Partnership,  as  is  set  forth  in Chart #1 below:

                                    CHART #1
                SCHEDULE OF MINIMUM $15 MILLION CASH DISTRIBUTION

            Operating Partnership     MinimumDistribution $15,000,000
            ---------------------                        ------------

              American Income Partners V-A Limited Partnership     $     158,000
                  American Income Partners V-B Limited Partnership     2,216,000
                    American Income Partners V-C Limited Partnership     821,000
                    American Income Partners V-D Limited Partnership     692,000
       American Income Fund 1-A, a Massachusetts Limited Partnership     304,000
       American Income Fund 1-B, a Massachusetts Limited Partnership     282,000
     American Income Fund 1-C, a Massachusetts Limited Partnership     1,601,000
     American Income Fund 1-D, a Massachusetts Limited Partnership     1,661,000
     American Income Fund 1-E, a Massachusetts Limited Partnership     1,819,000
                         AIRFUND International Limited Partnership     1,996,000
                      AIRFUND II International Limited Partnership     3,450,000

                                                       Total      $15,000,000(1)

     (1)     Reduced  by  any  cash  distributions made on or before thirty (30)
days  following  the  Effective
     Date - Operating Partnership Sub-Class and an amount up to $700,000 for the
Operating
Partnerships'  shares  of the amount approved for payment of attorneys' fees and
expenses.

     (c)     Sale  of  Equipment  Assets.  The  Defendants  agree  to  market
             ---------------------------
immediately  the  Equipment  of the Operating Partnerships, and will endeavor to
sell  all  such  Equipment on or before the Effective Date-Operating Partnership
Sub-Class.  The  Equipment  held by American Income Partners V-A through V-D and
American  Income  Funds  I-A  through  I-E  consists  of  portfolios  of capital
equipment  including,  but  not  limited to, aircraft, communications equipment,
construction  equipment,  containers  and  chassis,  energy equipment, materials
handling  equipment,  office  equipment,  over-the-road  tractors,  trailers and
trucks,  production  machinery  and  machine tools, research and experimentation
equipment  and  railroad  rolling  stock.  Not all of the Operating Partnerships
hold  Equipment  in  all  of these categories.  AIRFUND and AIRFUND II hold only
aircraft equipment.  A schedule of the Equipment and its value as carried on the
books  of  the  Operating  Partnerships  is  set forth in the Class Notice.  Any
Equipment  not  sold by the Effective Date-Operating Partnership Sub-Class shall
be  placed  in  the  Liquidating  Trust,  and the proceeds from the sale of such
Equipment  will  be  distributed  to  the  former  General  Partners and Limited
Partners  of  the  Operating  Partnerships  by  the  Liquidating  Trustee.
(d)     Sale  of  the  Semele  Notes  and Guaranteed Payment of 30% of Aggregate
        ------------------------------------------------------------------------
Principal  Plus  Accrued  Interest.  The Semele Notes in the aggregate principal
    ------------------------------
amount  of  $3,957,146  held  indirectly  by  the Operating Partnerships will be
liquidated  in  the ordinary course and (a) will be repaid or sold at face value
plus  accrued  interest  on  or  before the Effective Date-Operating Partnership
Sub-Class,  or (b) if not repaid or sold by such date, the Semele Notes shall be
placed  in  the  Liquidating  Trust and the proceeds from the sale of the Semele
Notes will be distributed to the former General Partners and Limited Partners of
the  Operating  Partnerships  by the Liquidating Trustee.  If by the last day of
the  first  fiscal  quarter  after  the  Effective  Date - Operating Partnership
Sub-Class at least 30% of the aggregate principal amount of the Semele Notes and
the  related  accrued  interest  has  not yet been paid on the Semele Notes, the
Defendants  shall  cause  Semele Group, Inc. or a related party to purchase such
aggregate  principal  amount  of  the  Semele  Notes  at face value plus related
accrued  interest  as  is  necessary  to  reduce the aggregate initial principal
amount  of  the  Semele  Notes by 30%.  The Operating Partnership Sub-Class, the
General  Partners, Equis, Semele Group, Inc. or a related party may purchase any
outstanding  Semele  Notes  at  face  value  plus  accrued  interest.
     (e)     Sale  of  the Semele Group Stock and Guaranteed Receipt of at Least
             -------------------------------------------------------------------
$5.00  Per  Share.  The  Semele  Group  Stock  held  indirectly  by  five of the
 ----------------
Operating Partnerships in the aggregate amount of 177,730 shares of common stock
 -------
shall  be  placed  in the Liquidating Trust, and such stock shall be sold by the
Liquidating  Trustee  on  or  after June 30, 2003 in an orderly fashion over the
next  sixty  (60)  days  with the objective of maximizing the sale price of such
shares.  If the average sale price for the Semele Group Stock is less than $5.00
per share, Equis shall pay to the Liquidating Trust the difference between $5.00
per  share and the average sale price realized from the sale of the Semele Group
Stock.  The  proceeds  will thereafter be distributed on a pro rata basis to the
former  General  Partners  and  Limited  Partners of the Operating Partnerships.
     (f)     Sale  of  the  Echelon  Notes.  In  accordance  with  the  Court's
             -----------------------------
Preliminary  Approval  Order  dated March 22, 1999 requiring that the Defendants
use  their  best  efforts  to  sell any New Investments in an orderly and timely
fashion  if  the Exchange has not occurred, Equis and the General Partners shall
purchase  the  Echelon  Notes  not  later  than the last day of the first fiscal
quarter  after  the  Effective  Date  - the Operating Partnership Sub-Class (the
"Note Payment Date").  Equis and the General Partners shall purchase the Echelon
Notes  for a price equal to their aggregate outstanding principal amount plus an
annualized  return  of  7.5% simple interest (calculated on the basis of the $32
million  original  aggregate  principal  amount  of  the  Echelon Notes less any
payments  during  the  term of such notes) from the origination date of March 8,
2000  until the date on which the Echelon Notes are purchased (the "Echelon Note
Purchase  Price").  The  Defendants shall cause Echelon Residential Holdings LLC
not  to  make  any distributions in respect of its common equity interests while
any  outstanding  principal and accrued interest of the Echelon Notes is payable
to the Operating Partnerships or the Liquidating Trust, as the case may be.  For
the purpose of calculating the Echelon Note Purchase Price, any payments made in
respect to the Echelon Notes prior to the purchase of the notes by Equis and the
General Partners shall be applied as a reduction in principal amount pro rata of
the  Echelon  Notes  and  the  7.5%  rate of return will cease to accrue on such
payments  after  receipt of such payments.  The Echelon Note Purchase Price will
not  be  less  than  the  fair  value  of the Properties based upon an appraisal
conducted  prior  to  the  Note  Payment  Date  by  an  independent,  nationally
recognized,  accredited  appraiser,  nor  more  than  $32  million plus interest
calculated  at a 7.5% annual rate of return on the outstanding principal amounts
during the term of the Echelon Notes.  Upon receipt of the Echelon Note Purchase
Price,  the  Operating  Partnerships  will  assign  and deliver their respective
Echelon Notes to Equis and the General Partners along with a full release of the
Payor's  obligations  to  the  Operating  Partnerships  under the Echelon Notes.
Equis  and the General Partners agree that upon receipt of the Echelon Notes and
said  release  they  shall  forebear  from  foreclosing  on  the  Echelon Notes.
     In  the  event  the  Echelon  Note Purchase Price has not been paid for the
Echelon  Notes  by  Equis  and  the  General  Partners  by  the Maturity Date of
September 8, 2002, the Operating Partnerships shall forebear from foreclosing on
the  Echelon  Notes  until  the  earlier of the purchase of the Echelon Notes by
Equis  and  the  General  Partners  on  the  Note Payment Date or the rejection,
termination  or  cancellation  of  this  Revised  Stipulation.
     (g)     Establishment  of  Minimum of $8 Million Cash Account as Collateral
             -------------------------------------------------------------------
for  the  Echelon Note Purchase Price.  In order to assure timely payment of the
 ------------------------------------
Echelon  Note  Purchase  Price  on  or  before  the  Note  Payment Date, (i) the
Defendants,  prior  to the date that Notice - Operating Partnership Sub-Class is
mailed  to  the  Members of the Operating Partnership Sub-Class, will deposit an
aggregate  amount  of  $8  million  cash  in  a  Cash Collateral Account with an
independent,  nationally-recognized  financial institution as Account Agent (who
may  also  serve  as the Liquidating Trustee of the Liquidating Trust); and (ii)
Equis,  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  with  the  Account  Agent.  (In  accordance  with the
governing  provisions  of  the  respective  Partnership  Agreements, the General
Partners generally receive 5% of distributions, except in the case of AIRFUND II
where  the  General  Partner  receives  1%  of  distributions,  which  are  then
dividended  to  Equis.  The  aggregate distributions to the General Partners are
expected  to  exceed $3 million cash.)  The Account Agent shall invest the funds
deposited  in  the Cash Collateral Account in securities issued or guaranteed by
the  United  States  government  or  any  agency  or  instrumentality  thereof,
certificates  of  deposit  of United States banks having a net worth of at least
$50,000,000,  bankers'  acceptances,  bank  repurchase  agreements  covering
securities issued or guaranteed by the United States government or any agency or
instrumentality  thereof,  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).  On  the Note Payment Date, to the extent that any
Echelon  Notes remain outstanding, 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 pro rata
to  the Operating Partnerships as payments reducing, first, the principal amount
due  on  the  Echelon Notes and, second, any interest accrued at 7.5%.  Upon the
payment  of  all  of  the  outstanding  aggregate  principal amount and interest
accrued  at  7.5% on the Echelon Notes, the Account Agent shall promptly release
any  remaining  funds  in  the  Cash  Collateral  Account  to the Defendants and
terminate  the  Cash  Collateral  Account.
     (h)     Equis  and  General  Partners'  Obligations to Maintain Minimum Net
             -------------------------------------------------------------------
Worth  to  Assure Ability to Timely Purchase the Echelon Notes.  Equis covenants
   -----------------------------------------------------------
to  maintain  a  net  worth  of  not  less than $12 million (exclusive of the $8
million  cash  deposited  by the Defendants in the Cash Collateral Account) from
the  date  of the Class Notice - Operating Sub-Classes (the "Notice Date") until
the  Note  Payment Date as evidenced by the delivery to Lead Plaintiffs' Counsel
of  a  certificate of the chief financial officer of Equis dated as of the close
of  the  last  fiscal  quarter prior to the date of said Class Notice.  From the
Notice  Date until the Note Payment Date, Equis shall not make any distributions
or  pay  any  dividends,  in  cash  or  in  kind, to its partners (other than an
aggregate  not  to  exceed  $59,000  per month to officers in lieu of salaries).
If,  at  the  close  of business on the Note Payment Date, Equis and the General
Partners  have  not  purchased  the  Echelon Notes and the total payments on the
Echelon  Notes from Equis, the General Partners and Echelon Residential Holdings
LLC  combined  with  the  funds deposited in the Cash Collateral Account to that
date  are  less  than  the  outstanding  aggregate principal amount and interest
accrued  at  7.5%  due  on the Echelon Notes, the Liquidating Trustee shall take
such  action  as it in its discretion deems appropriate to protect the interests
of  the  beneficiaries  of the Liquidating Trust, including, but not limited to,
foreclosing  on  the Echelon Notes and bringing suit against Echelon Residential
Holdings LLC to recover all unpaid and overdue principal and accrued interest on
the  Echelon  Notes.  In  the  event that the Liquidating Trustee's suit against
Echelon Residential Holdings LLC yields a recovery of less than the remainder of
the  Echelon Note Purchase Price, Equis and the General Partners shall be liable
to suit by the Liquidating Trustee for the difference between the actual damages
recovered  by  the  Liquidating Trustee from Echelon Residential Holdings LLC in
its  suit  on  the  Echelon Notes and the remainder of the Echelon Note Purchase
Price.  All reasonable expenses and fees incurred by the Operating Partnerships,
the  Liquidating  Trust  and  its  Liquidating  Trustee,  or their successors or
assigns,  incurred in taking such actions, including reasonable counsel fees and
expenses,  shall  be  borne  by  Echelon Residential Holdings LLC, Equis and the
General  Partners.
     (i)     Payment  of up to $466,667 for Attorneys' Fees and Reimbursement of
             -------------------------------------------------------------------
Expenses  Incurred  in  the  Pursuit  of  the  Action on Behalf of the Operating
--------------------------------------------------------------------------------
Partnerships  and  Operating  Partnership  Sub-Class.  Defendants  shall  pay an
----------------------------------------------------
amount  up to $466,667 for the payment of 40% of the aggregate amount awarded by
-----
the  Court  to Class Counsel for payment of attorneys' fees and reimbursement of
expenses  in  connection with the settlement of the claims asserted on behalf of
the  Operating  Partnerships  and  Operating  Partnership  Sub-Class.
     Section  2.3.     Cash  Distributions,  Right To Rescind Sales of Interests
                       ---------------------------------------------------------
And  Therapeutic Benefits To Trust Sub-Class Members, and Cash Distributions and
  ------------------------------------------------------------------------------
Reduction  in  Fees  Charged  to  the  Trusts.
---------------------------------------------
     (a)     $4  Million  Distribution to Trust Sub-Class Members from Remaining
             -------------------------------------------------------------------
Proceeds  Raised  from  Sale  of  Class  B  Interests to the Defendants.  Within
 ----------------------------------------------------------------------
fifteen  (15)  days  of  the  Effective  Date  -  RSL and Trust Sub-Classes, the
 -----
Defendants  shall  establish  a Cash Fund by causing the sum of $4 million to be
 -----
paid  for  the benefit of all Trust Sub-Class Members, the Net Proceeds of which
 -
will  be  distributed  to  all Trust Sub-Class Members on a pro rata per Class A
Interest-owned  basis.  The  sum  of $4 million shall be paid from the aggregate
remaining  proceeds  that  were  raised  from  the  sale of Class B Subordinated
Interests  of  each  of  the Trusts (the "Class B Interests") and only from that
                                                                  ----
portion  of  such remaining proceeds which would otherwise be distributed, or be
available  to  be  distributed,  to  the  Defendants  and/or  affiliates  of the
Defendants  and/or  Managing  Trustee as a Class B Capital Distribution, as that
term  is  defined  in the Trust Agreements, as set forth below in Chart #2.  The
rights  and  interests  of  all  Trust  Sub-Class  Members who purchased Class B
Interests  other  than  the Defendants, Managing Trustee and/or their affiliates
(the  "Class  B  Beneficiaries") will not be affected by this distribution of $4
million  from  the  remaining  proceeds  raised  from  the  sale  of the Class B
Interests,  and  the  portion  of  such  proceeds  which  would  otherwise  be
distributed,  or  be  available to be distributed, to Class B Beneficiaries as a
Class B Capital Distribution will be distributed, or will remain available to be
distributed,  and  will  not  be  affected  by  this  Settlement.

                                    CHART #2
               ALLOCATION OF PROCEEDS PAID TO $4 MILLION CASH FUND


Trust     Portion  of  Remaining  Proceeds  To Be Contributed to $4 Million Cash
-----                                             ------------------------------
Fund
----

AFG  Investment  Trust  A     $   413,247
AFG  Investment  Trust  B         500,709
AFG  Investment  Trust  C       1,513,639
AFG  Investment  Trust  D       1,572,405
                               ----------
     TOTAL                     $4,000,000
                               ----------

     (b)     Right  to  Rescind  Prior Sales of Class A Interests and Receipt of
             -------------------------------------------------------------------
Pro  Rata  Share  of Net Proceeds of $4 Million Cash Fund.  The Defendants shall
  -------------------------------------------------------
permit  all  Trust  Sub-Class  Members  who sold Class A Interests to any of the
Trusts in connection with the self-tender offers completed in September 1997, to
rescind  their  tenders  and  sales  of  Class A Interests upon repayment of the
purchase  price  that  was  tendered to them by the Trusts in exchange for their
Class  A  Interests.  In any event, all Trust Sub-Class Members, including those
who  sold Class A Interests in September 1997, will be entitled to receive a pro
                                                                             ---
rata portion of the distribution to Trust Sub-Class Members described in Section
----
2.3(a).  Those  Trust  Sub-Class Members who sold Class A Interests in September
1997  will  receive  the  pro  rata  portion  of  the  cash distribution that is
                          ---  ----
attributable  to  the  Class  A  Interests  that  were  sold  to  the  Trusts.
(c)     $9  Million  Distribution  To  The  Trusts  to be Used for Investment or
        ------------------------------------------------------------------------
General  Trust  Purposes.  Within  fifteen (15) days of the Effective Date - RSL
     -------------------
and  Trust  Sub-Classes,  the  Defendants  shall  establish  a Cash Fund for the
benefit  of  the  Trusts  and  Trust  Sub-Class Members by causing the sum of $9
million  to be paid from the portions of the aggregate remaining proceeds raised
from  the  sale of Class B Interests which would otherwise be distributed, or be
available  to  be  distributed,  to  the  Defendants  and/or  affiliates  of the
Defendants  and/or  Managing  Trustee  as a Class B Capital Distribution, as set
forth  in  Chart  #3 below, the Net Proceeds of which will be transferred to the
Trusts  to  be  used  for  investment or general trust purposes.  The rights and
interests of Class B Beneficiaries will not be affected by this transfer of such
$9  million  from  the  remaining  proceeds  raised  from  the  sale  of Class B
Interests,  and  that portion of such remaining proceeds that would otherwise be
distributed  or  be available to be distributed to Class B Beneficiaries will be
distributed,  or  will  remain  available  to  be  distributed,  to such Class B
Beneficiaries  as  a  Class  B  Capital  Distribution.

                                    CHART #3
                      CONTRIBUTION TO $9 MILLION CASH FUND


Trust     Portion  of  Remaining  Proceeds  To Be Contributed to $9 Million Cash
-----                                             ------------------------------
Fund
----

AFG  Investment  Trust  A     $   929,806
AFG  Investment  Trust  B       1,126,596
AFG  Investment  Trust  C       3,405,688
AFG  Investment  Trust  D       3,537,910
                               ----------
     TOTAL                     $9,000,000
                               ----------

     (d)     Agreement  To  Reduce  Fees  Charged  To Trusts and Permitted under
             -------------------------------------------------------------------
Trust  Agreements  in  the  Event of the Approval of Certain Amendments to Trust
    ----------------------------------------------------------------------------
Agreements.  The  Defendants agree to cause and have caused the Managing Trustee
   -------
to  amend  the  Trust Agreements to ensure that the fees permitted to be paid to
the  Managing  Trustee  or  its  affiliates  under the Trust Agreements would be
reduced  as  follows:  for  all  Equipment  acquired after the expiration of the
original  reinvestment  date  set forth in the Trust Agreements, the Acquisition
Fee  (as  defined  in the Trust Agreements) payable by the Trust to the Managing
Trustee  and/or its affiliates on such Equipment shall be reduced from a maximum
of 3% to 1%, and the Management Fee (as defined in the Trust Agreements) payable
by  the  Trust  to  the Managing Trustee and/or its affiliates on such Equipment
shall  be  reduced  from  a  maximum  of  5%  to  2%.

(e)     Restrictions  Upon  Defendants'  Exercise  of  Voting  Rights.  Upon the
        -------------------------------------------------------------
Effective  Date  -  RSL  and  Trust  Sub-Classes,  the Defendants will cause the
Managing  Trustee  to  amend  the Trust Agreements so as to require the Managing
Trustee  and/or  its  Affiliates  to  vote  any  Class B Interests owned by such
Persons  in  accordance with the vote of the majority of Class A Interests voted
on  such  matters,  where  beneficiary consent is necessary, with respect to all
Interested  Transactions,  i.e., transactions concerning the compensation of the
                           ----
Managing  Trustee,  the  extension  of the lives of the Trusts, or regarding any
transaction  between the Trust and the Managing Trustee or any of its affiliates
with  the  express  exception  of  any votes concerning either the withdrawal or
removal  of the Managing Trustee or the entrance into such transactions that are
expressly  permitted  by  the  current  Trust  Agreements.

(f)     Preparation  of  Schedules of All Expenses Incurred by Trusts. Following
        -------------------------------------------------------------
the  Effective  Date - RSL and Trust Sub-Classes, the Defendants shall prepare a
schedule  of  all expenses incurred by the Trusts showing expenses paid to third
parties  ("external expenses") separately from reimbursable expenses paid to the
Managing  Trustee  and  its affiliates ("internal expenses"), with both external
and  internal  expenses  broken down by specific categories to be agreed upon by
the  Parties  to the Action (the "Expense Schedule").  The Expense Schedule will
thereafter  be included with the Trusts' annual financial statements and sent to
all  owners of Interests in the Trusts.  The Expense Schedule will be audited by
the Trusts' independent accountants.  Such independent accountants shall include
in  their  public  annual report on the financial statements of each Trust which
are  sent  to  investors  a  specific statement (in words or substance) that all
expenses  have  been classified as such on the books and records of the Trust in
accordance  with  generally  accepted  accounting  principles,  and  in a manner
consistent  with  the  prior  year.

(g)     Preparation  of  Annual  Reports  Concerning  Material  Investments  and
        ------------------------------------------------------------------------
Material Changes.  Following the Effective Date - RSL and Trust Sub-Classes, the
      ----------
Defendants  shall  provide  to  all  owners  of Interests in the Trusts with the
following  reports  on  an annual basis within ninety (90) days after the end of
each  year  of  operations  of  the  applicable Trust or fifteen (15) days after
annual  filings  with  the  SEC,  whichever  is  later:

     (i)     a  description  of all material investments owned by the applicable
Trust  during  the  previous  year;  and
(ii)     a description of all material changes known to the Trust affecting such
assets which occurred during such previous year, including, without limiting the
generality  of  the  foregoing,  any  material delinquencies with respect to any
payments  due  under  any leases, notes or other obligations held by such Trust,
any  material  default  under  any contracts to which such Trust is a party, any
material  damage  to  or destruction of assets owned by such Trust, any material
decline  in the value of collateral securing any indebtedness held by such Trust
and  any  other  materially significant events, whether similar to or dissimilar
from  those  enumerated  above.

     Section 2.4.  Full and Complete Consideration to the Settlement Class.  The
                   -------------------------------------------------------
consideration  provided to the Members of the Settlement Sub-Classes pursuant to
Sections 2.1, 2.2, 2.3 and Section 7.1 hereof is in full and complete settlement
of  the  Action  and all Settled Claims as between the Members of the Settlement
Class,  on  the  one  hand, and each of the Released Parties, on the other hand.
However,  in  the  event any portion of the Settlement is terminated pursuant to
Section  5.2, or for any other reason, the Defendants may elect, but will not be
obligated,  to  proceed  with  Settlement  of both the RSL and Trust Sub-Classes
pursuant  to  Sections  2.1  and  2.3.

                                   ARTICLE III
                               DISCHARGE OF CLAIMS
                               -------------------
     Section  3.1.  Release  of  Claims  by  the  RSL  and  Trust  Settlement
                    ---------------------------------------------------------
Sub-Classes.

     Upon the Effective Date - RSL and Trust Sub-Classes, the Plaintiffs and all
other  Class Members who are members of the RSL and Trust Sub-Classes, on behalf
of themselves and each of their predecessors, successors, parents, subsidiaries,
affiliates,  custodians,  agents,  assigns,  representatives,  heirs, executors,
trustees,  administrators  and  any  other  person or entity having any legal or
beneficial  interest  in  the Units or Interests held by any member of the Class
(the  "Releasing  Parties")  will  be  deemed by this Settlement to have, and by
operation  of  the  Final  Judgment  and Order - RSL and Trust Sub-Classes shall
have,  released  and  forever  discharged  the Defendants and all other Released
Parties  from any and all of the RSL and Trust Sub-Classes Settled Claims, which
are  defined as all claims, rights, causes of action, suits, matters and issues,
whether known or unknown, matured or unmatured, that have been, could have been,
or  in  the future might be asserted in the Action, in the related Massachusetts
action  entitled,  Leonard  Rosenblum,  et  al. v. Equis Financial Group Limited
                   -------------------------------------------------------------
Partnership,  et al., C.A. No. 97-3358B, or in any court or any other proceeding
    ----------------
(including  but  not  limited  to any claims arising under federal or state law,
including  the federal securities laws, relating to alleged fraud, breach of any
duty,  negligence or otherwise) by or on behalf of the Plaintiffs or any Members
of  the  Class who are also members of the RSL Sub-Class or the Trust Sub-Class,
whether  individual,  class, derivative, representative, legal, equitable or any
other  type  or  in  any  other  capacity  against  the Defendants and all other
Released  Parties  (in each case, in each and every capacity) which have arisen,
arise now or could have arisen out of, or relate in any way to any of the facts,
occurrences  or  transactions or events described in the Complaint in the Action
or any disclosures related thereto (collectively, the "RSL and Trust Sub-Classes
Settled  Claims").  The  RSL  and  Trust  Sub-Classes  Settled  Claims  shall
specifically  include any Unknown Claims, as defined by the following.  "Unknown
Claims"  means  any  RSL and Trust Sub-Classes Settled Claim which the Releasing
Parties  do  not  know  or  suspect  to  exist in their favor at the time of the
release  of  the  Defendants  and  all other Released Parties which, if known by
them,  might have affected their Settlement with, and release of, the Defendants
and  all  other  Released  Parties.  With  respect  to any and all RSL and Trust
Sub-Classes  Settled Claims, the Parties stipulate and agree that, the Releasing
Parties  shall  be  deemed  to  have, and by operation of the Final Judgment and
Order-  RSL and Trust Sub-Classes shall have, expressly waived and relinquished,
to  the  fullest extent permitted by law, the provisions, rights and benefits of
1542  of  the  California  Civil  Code  which  provides:

A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     Further, the Releasing Parties shall be deemed to have, and by operation of
the  Final Judgment and Order - RSL and Trust Sub-Classes shall have, waived any
and  all  provisions,  rights  and benefits conferred by any law of any state or
territory  of  the  United States, or principle of common law, which is similar,
comparable or equivalent to the provision of   1542 of the California Civil Code
set forth above.  The Releasing Parties may, after entrance into the Stipulation
and  entry  of  Final  Judgment  and Order - RSL and Trust Sub-Classes, discover
facts in addition to or different from those which they then knew or believed to
be  true  with  respect  to  the subject matter of the RSL and Trust Sub-Classes
Settled  Claims, but the Releasing Parties shall nevertheless, then be deemed to
have,  and  by  operation  of  the  Final  Judgment  and  Order  - RSL and Trust
Sub-Classes  shall  have fully, finally and forever settled and released any and
all  RSL  and  Trust  Sub-Classes Settled Claims, known or unknown, suspected or
unsuspected,  contingent  or non-contingent, whether or not concealed or hidden,
which now exist, or heretofore have existed upon any theory of law or equity now
existing,  including,  but  not  limited  to,  conduct  which  is  negligent,
intentional,  with  or  without  malice,  or  a breach of any duty, law or rule,
without  regard  to  the  subsequent discovery or existence or such different or
additional  facts.

     Section  3.2.  Release  of  Claims  by the Operating Partnership Sub-Class.
                    -----------------------------------------------------------
     Upon  the  Effective  Date - Operating Partnership Sub-Class, the remaining
Plaintiffs  and  all  Operating  Partnership  Sub-Class  Members,  on  behalf of
themselves  and  each  of their predecessors, successors, parents, subsidiaries,
affiliates,  custodians,  agents,  assigns,  representatives,  heirs, executors,
trustees,  administrators  and  any  other  person or entity having any legal or
beneficial interest in the Units or Interests of the Operating Partnerships held
by  any  member of the Operating Partnership Sub-Class (the "Releasing Parties")
will  be  deemed  by  this  Settlement  to  have,  and by operation of the Final
Judgment  and  Order  - Operating Partnership Sub-Class shall have, released and
forever  discharged  the  Defendants and all other Released Parties from any and
all  of the Operating Partnership Sub-Class Settled Claims, which are defined as
all  claims,  rights, causes of action, suits, matters and issues, whether known
or  unknown,  matured  or  unmatured, from the beginning of time to the present,
that  have  been,  could  have  been,  or in the future might be asserted in the
Action,  in the related Massachusetts action entitled, Leonard Rosenblum, et al.
                                                       -------------------------
v.  Equis  Financial Group Limited Partnership, et al., C.A. No. 97-3358B, or in
------------------------------------------------------
any  claim  brought  in  any  court  or  any other proceeding (including but not
limited  to any claims arising under federal or state law, including the federal
securities  laws,  relating  to alleged fraud, breach of any duty, negligence or
otherwise) by or on behalf of the Plaintiffs or any Members of the Class who are
also  members of the Operating Partnership Sub-Class, whether individual, class,
derivative,  representative,  legal, equitable or any other type or in any other
capacity against the Defendants and all other Released Parties (in each case, in
each  and  every capacity) which have arisen, arise now or could have arisen out
of,  or  relate  in  any way to any of the facts, occurrences or transactions or
events  described  in  the  Complaint  in  the Action or any disclosures related
thereto  or  related  in  any  way  to  the management, control, operation of or
investments  made  by  the  Operating Partnerships, excepting however, any claim
arising from, relating to or under this Revised Stipulation of Settlement by and
between  the  Releasing  Parties,  the Defendants and all other Released Parties
(collectively,  the  "Operating  Partnership  Sub-Class  Settled  Claims").  The
Operating  Partnership  Sub-Class  Settled Claims shall specifically include any
Unknown  Claims,  as  defined  by  the  following.  "Unknown  Claims"  means any
Operating Partnership Sub-Class Settled Claim which the Releasing Parties do not
know  or  suspect  to  exist  in  their  favor at the time of the release of the
Defendants  and  all  other Released Parties which, if known by them, might have
affected  their  Settlement  with,  and release of, the Defendants and all other
Released  Parties.  With  respect to any and all Operating Partnership Sub-Class
Settled  Claims,  the  Parties  stipulate  and agree that, the Releasing Parties
shall  be  deemed  to  have,  and by operation of the Final Judgment and Order -
Operating  Partnership  Sub-Class shall have, expressly waived and relinquished,
to  the  fullest extent permitted by law, the provisions, rights and benefits of
1542  of  the  California  Civil  Code  which  provides:

A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT  TO  EXIST  IN  HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     Further, the Releasing Parties shall be deemed to have, and by operation of
the  Final  Judgment  and  Order  -  Operating Partnership Sub-Class shall have,
waived  any  and all provisions, rights and benefits conferred by any law of any
state  or  territory  of the United States, or principle of common law, which is
similar,  comparable  or equivalent to the provision of   1542 of the California
Civil  Code set forth above.  The Releasing Parties may, after entrance into the
Stipulation  and  entry  of  Final  Judgment  and  Order - Operating Partnership
Sub-Class, discover facts in addition to or different from those which they then
knew  or believed to be true with respect to the subject matter of the Operating
Partnership  Sub-Class  Settled  Claims,  but  the  Releasing  Parties  shall
nevertheless, then be deemed to have, and by operation of the Final Judgment and
Order  -  Operating  Partnership Sub-Class shall have fully, finally and forever
settled and released any and all Operating Partnership Sub-Class Settled Claims,
known  or  unknown,  suspected  or  unsuspected,  contingent  or non-contingent,
whether  or not concealed or hidden, which now exist, or heretofore have existed
upon  any  theory  of law or equity now existing, including, but not limited to,
conduct  which is negligent, intentional, with or without malice, or a breach of
any  duty,  law or rule, without regard to the subsequent discovery or existence
or  such  different  or  additional  facts.

     Section 3.3.  Reliance on Section 47(b)(1) of the Investment Company Act of
                   -------------------------------------------------------------
1940 (the "1940 Act").  In entering into the Revised Stipulation, the Defendants
---------------------
relied  on Section 47(b)(1) of the 1940 Act, and in seeking the Court's approval
of  the  Settlement,  the  Defendants  will  request  that  it  find  under  the
circumstances  that  enforcement  of any contract that may have been made in, or
whose performance may involve a, violation of the 1940 Act, would produce a more
equitable result than the non-enforcement and would not be inconsistent with the
purposes  of  the  1940  Act.

                                   ARTICLE IV
                                 IMPLEMENTATION
                                 --------------
     Section 4.1.  Preliminary Approval of Revised Stipulation; Certification of
                   -------------------------------------------------------------
Settlement  Class.  On  August 20, 1998, the Court issued an order preliminarily
-----------------
approving  the  Original  Stipulation,  conditionally  certifying the settlement
class,  and  providing  for  notice of, and hearing on, the proposed Settlement.
Thereafter,  on March 15, 1999, the Parties entered into an Amended Stipulation.
On  March  22,  1999,  the  Court entered an order modifying the August 20, 1998
preliminary  approval  order  and  bifurcating  the  settlement process into two
phases.  On  May  26,  1999, after a hearing, the Court entered an order finally
approving  the  settlement  with  respect  to  the  RSL  and  Trust Sub-Classes.
Forthwith  after  the  execution  of  this  Revised Stipulation, counsel for the
Parties  hereto  shall  jointly submit this Revised Stipulation to the Court and
shall jointly request entry of a Preliminary Approval Order substantially in the
form  of  Exhibit  A  hereto.  In  the event that this Revised Stipulation shall
terminate,  be canceled, or not become effective for any reason, the Preliminary
Approval  Order described in this Section 4.1 shall be vacated without prejudice
to  the  right of the Named Plaintiffs to move the Court for any order they deem
appropriate  with  respect  to  the  certification  of  a plaintiff class in the
Action,  and  without  prejudice  to  the  rights of the other Parties hereto to
oppose  any  such  motion.  The  Preliminary  Approval  Order shall specifically
include  provisions  which,  among  other  things:

     a.     Preliminarily  approve  the  Settlement  as  fair,  reasonable  and
adequate  and  within  the  range  of  reasonableness;

b.     Conditionally  re-certify  the  Operating  Partnership  Sub-Class  and
preliminarily  approve  the  Plaintiffs  as  representatives  of  the  Class and
Operating  Partnership  Sub-Class;

c.     Approve  form  of  Notice  for  mailing  to  the Members of the Operating
Partnership Sub-Class to notify them of the Hearing (i) on final approval of the
Settlement,  (ii)  on final certification of the Operating Partnership Sub-Class
and  approval of the Plaintiffs as representatives of the Sub-Class, and (ii) on
Class Counsel's application for an award of attorneys' fees and reimbursement of
costs  and  litigation  expenses,  as  set  forth  in  Section  7.1  below.

d.     Direct  Counsel  for  the  Defendants  to  mail or cause to be mailed the
Notices  to  all  Members  of  the  Operating  Partnership  Sub-Class;

e.     Direct  Counsel  for  the Defendants to serve on Plaintiffs' Lead Counsel
and  file with the Court proof, by affidavits or declarations, of the mailing of
the  Notice;

     f.     Find  that  the mailing pursuant to Subsection (d) above constitutes
the best and most practicable notice to the Members of the Operating Partnership
Sub-Class, and is due and sufficient notice of the Hearing, Proposed Settlement,
application  for an award of attorneys' fees and expenses, and other matters set
forth  in  the  Notice to all Members of the Operating Partnership Sub-Class and
that  the  Notice  fully  satisfies the requirements of due process, the Federal
Rules  of  Civil  Procedure  and  any  other  applicable  law;

g.     Provide  that,  pending  final  determination  of  whether the Settlement
should  be  approved,  neither  the  Plaintiffs  nor  any  Operating Partnership
Sub-Class  Member  either  directly,  in a representative capacity, a derivative
capacity  or  in  any  other capacity, shall commence, maintain or prosecute any
other  action  or  proceeding  in  any  court  or  tribunal  against  any of the
Defendants, asserting any of the Settled Claims, as that term is defined herein,
except  in  this  Action;

h.     Provide  that,  pending  final  determination  of  whether the Settlement
should be approved, the Plaintiffs and all other Operating Partnership Sub-Class
Members  are  barred  and  enjoined  from  (i) transferring, selling, assigning,
giving,  pledging,  hypothecating  or  otherwise  disposing  of any Units of the
Operating  Partnerships  to any person other than a family member or in cases of
divorce,  incapacity  or  death  of the Unitholder; or (iii) commencing a tender
offer  for the Units.  In addition, provide that, pending final determination of
whether the Settlement should be approved, the General Partners of the Operating
Partnerships  are enjoined from (i) recording any transfers made in violation of
the  Order and (ii) providing the list of investors in any Operating Partnership
to  any  person  for  the  purpose  of  conducting  a  tender  offer;

i.     Schedule  a Hearing to be held by the Court to consider and determine (i)
whether  the  proposed  Settlement,  including  the dissolution of the Operating
Partnerships should be approved as fair, reasonable and adequate with respect to
the  Operating  Partnership  Sub-Class;  (ii) whether, in view of the allegation
that  certain  of  the  Operating  Partnerships  may  be unregistered investment
companies  under the 1940 Act, and that, as such, contracts entered into by such
Partnerships  may  be  unenforceable,  the  Court  should  find  that  under the
circumstances, including the terms and conditions of the Settlement, enforcement
of said contracts would produce a more equitable result than non-enforcement and
would  not  be  inconsistent  with  the  purpose  of said Act; (iii) whether the
Operating  Partnership Sub-Class should be certified and the Plaintiffs approved
as  representatives  of  the  Sub-Class;  (iv)  whether  an  order approving the
Settlement  and  a  Final  Judgment  - Operating Partnership Sub-Class should be
entered  thereon  dismissing  this  Action on the merits and with prejudice with
respect  to  the  claims brought on behalf of the Operating Partnerships and the
Operating  Partnership  Sub-Class;  and  (v)  whether  the  application of Class
Counsel  for an award of attorney's fees and reimbursement of expenses should be
approved  with  respect  to  the  Operating  Partnerships  and  the  Operating
Partnership  Sub-Class;

     j.     Provide  that any objections by Members of the Operating Partnership
Sub-Class  to  (i)  the  proposed Settlement and the entry of the Final Judgment
approving  the Settlement, or (ii) the application of Class Counsel for an award
of  attorneys'  fees  and  expenses,  shall be heard and any papers submitted in
support  of said objections shall be received and considered by the Court at the
Hearing  (unless,  in its discretion, the Court shall direct otherwise) only if,
on  or  before  a  date  to  be  specified in the Approval Order, persons making
objections  shall  file  notice  of  their intention to appear and copies of any
papers  in  support of their position with the Clerk of the Court and serve such
notice  and  papers  on:

Wechsler  Harwood  Halebian  &     Nixon  Peabody  LLP
  Feffer  LLP     101  Federal  Street
488  Madison  Avenue,  8th  Floor     Boston,  MA  02110
New  York,  NY  10022     Attn:  Deborah  L.  Thaxter,  P.C.
Attn:  Andrew  Friedman,  Esq.     Counsel  for  Defendants
Plaintiffs'  Lead  Counsel

     k.     Provide that the Hearing may, from time to time, and without further
notice  to  the  Class Members, be continued or adjourned by Order of the Court.

     Section 4.2.     Notice to Settlement Class.  Upon entry of the Preliminary
                      --------------------------
Approval  Order,  and  as provided for therein, Defendants' Counsel shall direct
the  General  Partners  to  send  copies  of  the Notice - Operating Partnership
Sub-Class, by U.S. Mail, postage prepaid, to the Operating Partnership Sub-Class
Members  at  their  last known address as appearing in the records maintained by
the  Partnerships.  The  Notice  -  Operating  Partnership  Sub-Class  shall  be
substantially  in  the  form  of  Exhibit  B  hereto.  The terms of the Notice -
Operating  Partnership  Sub-Class  are hereby incorporated as a material part of
this  Revised  Stipulation.

Section  4.3.     Settlement  Hearings.  Pursuant  to  Fed.  R.  Civ. P. 23, the
                  --------------------
Settlement Hearing on the Operating Partnership Sub-Class shall be held 45 days,
or  such  other  period  as  the  Court  directs,  after the sending of Notice -
Operating  Partnership  Sub-Class  to  Members  of  the  Operating  Partnership
Sub-Class  as  provided  in Sections 4.1 and 4.2 hereof.  In connection with the
Settlement Hearing, the Parties hereto shall file with the Court all such papers
as  their counsel believe to be necessary.  At the Settlement Hearing, the Court
will  be  asked  to  consider  the  fairness  of the terms and conditions of the
Settlement and all of the transactions contemplated by this Revised Stipulation.
The  Court  will  also be asked to consider the application of Class Counsel for
attorneys'  fees  and  expenses.

Section  4.4.     Entry  of  Final  Judgments  and  Orders.  At  or prior to the
                  ----------------------------------------
Settlement  Hearing,  counsel  for the Parties to this Stipulation shall jointly
submit  to  the  Court  an  appropriate  proposed  Final  Judgment and Order, in
substantially  the  form  annexed  hereto  as  Exhibit  C  which  shall:
(a)     Find  the  Revised  Stipulation  and  Settlement  and  the  transactions
contemplated  thereby  (i)  to be fair, reasonable and adequate to the Operating
Partnerships  and  the  Class,  and  (ii)  to  be  in  the best interests of the
Operating  Partnerships  and  the Operating Partnership Sub-Class, and directing
consummation  of  the  Settlement in accordance with the terms and conditions of
the  Revised  Stipulation;

(b)     In  accordance  with Section 47(b) of the 1940 Act, find that, under the
circumstances  surrounding  this  Revised  Stipulation  of  Settlement  and  the
transactions  contemplated  thereby,  enforcement  of  this  Settlement  and any
contracts entered into, or to be entered into, by the Operating Partnerships and
their  affiliates  (i)  would  produce  a  more  equitable  result  than  would
non-enforcement,  and  (ii)  would  not be inconsistent with the purposes of the
1940  Act,  as  described in Section 1 of that Act.  Accordingly, even if any of
the  Operating Partnerships is or has been an "investment company," as that term
is  defined  in  Section  3 of the 1940 Act, this order shall be enforceable and
binding  upon  the  Parties  hereto,  notwithstanding Section 7 of the 1940 Act.
Nothing  herein shall be deemed to constitute either (a) a finding by the Court,
or  (b)  an  admission  or acknowledgment by any Party hereto that any Operating
Partnership is or has been an "investment company" within the meaning of Section
3  of  the  1940  Act.

(c)     Dismiss  the  Class  and  Derivative Action Complaint and each and every
cause of action and claim set forth therein brought by the Sub-Class(es) seeking
Final  Judgment  and Order on the merits as to all Defendants and with prejudice
to  the  Operating  Partnership  Sub-Class;  extinguishing  all  claims, rights,
demands  and  causes  of  action (including Unknown Claims) that might have been
asserted  therein by the Named Plaintiffs on behalf of themselves or the Nominal
Defendants  and  Operating Partnership Sub-Class; and discharging Defendants and
all  Released  Parties  therefrom;

(d)     Permanently  bar  the  Operating  Partnership  Sub-Class  Members  from
asserting against the Released Parties, and releasing the Released Parties from,
the  Settled  Claims;

(e)     Bar  and  permanently enjoin each Operating Partnership Sub-Class Member
from  transferring,  selling,  assigning,  giving,  pledging,  hypothecating  or
otherwise  disposing  of  any  Units of the Operating Partnerships to any person
until  the  dissolution  of  the  Operating  Partnerships or termination of this
Settlement,  whichever  occurs  sooner;  and

(f)     Reserve  jurisdiction  in  the  Court  over  all matters relating to the
administration  and  consummation of this Revised Stipulation and the Settlement
provided  for  herein.

     If,  at  the  Settlement  Hearing,  the Court finally approves this Revised
Stipulation  and  the Settlement contemplated hereby, and the Settlement has not
been  terminated  for  failure  to  satisfy  any  of the conditions set forth in
Article V hereof, then counsel for the parties hereto shall request entry by the
Court  of  such  proposed  Final  Judgment  and  Order.

                                    ARTICLE V
                                   CONDITIONS

     Section  5.1.  Conditions  to  the  Settlement.  The  consummation  of  the
                    -------------------------------
Settlement  shall be contingent on and subject to the fulfillment of each of the
following  conditions:
(a)     The  Class Certification and Notice Order shall have been entered by the
Court  in  substantially  the  form  of  Exhibit  B to this Revised Stipulation.
(b)     The  Settlement  Class  shall  not  have been materially modified by the
Court.
(c)     The  Final  Judgment  and  Order shall have been entered by the Court in
substantially  the form of Exhibit C hereto, and shall have become a final order
within  the  meaning  of  Section  4.4  hereof.

     Section  5.2.  Termination.
                    -----------
     (a)     If:  (i)  the Court does not enter the Final Judgment and Order, or
(ii)  the  Court  enters  the  Final  Judgment and Order and appellate review is
sought and on such review the Final Judgment and Order is materially modified or
reversed,  or  (iii) any of the conditions of Section 5.1 is not satisfied, then
this  Revised  Stipulation  shall  be canceled and terminated unless counsel for
each  of  the  Parties  within  ten (10) days from the receipt of such ruling or
written  notice  of  such  circumstances, agrees in writing with counsel for all
other  Parties hereto to proceed with this Revised Stipulation.  For purposes of
this  provision,  an intent to proceed shall not be valid unless it is expressed
by:  (a)  Plaintiffs'  Lead  Counsel  and  (b) Counsel for the Defendants.  Such
notice  shall  be  provided on behalf of the Parties to this Revised Stipulation
only  by  their  counsel.  Neither  a modification nor reversal on appeal of any
amount  of  fees,  costs,  expenses  and interest awarded by the Court to any of
Class  Counsel  shall be deemed a material modification or reversal of a part of
the  material  terms  of  the  Final  Judgment  or  of this Revised Stipulation.
(b)     If  either  Effective Date does not occur, or if the Revised Stipulation
is disapproved, terminated or canceled pursuant to its terms, neither Plaintiffs
nor  Class Counsel shall have any obligation to pay any amounts for the costs of
printing  or mailing of the Notices.  In addition, any costs or expenses already
incurred for the costs of printing or mailing of the Notices at the time of such
termination  or cancellation, but which have not been paid, shall be paid by the
Defendants and/or the Nominal Defendants and not by Plaintiffs or Class Counsel.
                                             ---

(c)     If  neither  Effective  Date  occurs,  or if this Revised Stipulation is
disapproved,  terminated  or  canceled with respect to the Operating Partnership
Sub-Class  pursuant to its terms, all of the Parties to this Revised Stipulation
shall  be  deemed  to  have  reverted to their respective status as prior to the
execution of this Revised Stipulation, and they shall proceed in all respects as
if  this  Revised  Stipulation  had not been executed and the related orders and
judgments had not been entered, preserving in that event all of their respective
claims  and  defenses  in  the  Action.  If  only the Effective Date - Operating
Partnership  Sub-Class  does  not  occur,  or if this Revised Stipulation is not
approved  with  respect  to  the Operating Partnership Sub-Class provisions, all
terms and conditions of this Revised Stipulation pertaining to the RSL and Trust
Sub-Classes  shall  remain  in  full  force  and  effect.

(d)     In  the  event that this Revised Stipulation is terminated and the Final
Judgments  and  Orders  are  vacated,  this  Revised  Stipulation shall be of no
further  force  and  effect,  except  for the provisions of this Section 5.2 and
Section  7.1(c)  hereof.
                                   ARTICLE VI

                                    COVENANTS
     Section  6.1.  Entry  of  Order and Reasonable Efforts.  Counsel for all of
                    ---------------------------------------
the  Parties  hereto shall use their best good faith efforts to obtain the entry
of  the  Final  Judgments  and Orders.  The Parties hereto, and their respective
counsel,  agree  to  use  their  best  good  faith  efforts  to  effectuate  the
transactions  contemplated  hereby  and  to  fulfill the conditions set forth in
Article  V  hereof.

     Section  6.2.  No  Representations.  The  Named Plaintiffs acknowledge, for
                    -------------------
themselves  and  for  the  Settlement  Class, that they have not relied upon any
representations,  warranties,  guarantees,  promises,  statements  or estimates,
whether  written  or  oral,  express  or  implied, by any of the Defendants, any
affiliate,  broker,  agent,  employee, accountant, attorney-in-fact or at-law or
other  person  representing  or  purporting  to  represent  any  such Defendant,
including,  without  limitation,  any  representations,  warranties, guarantees,
promises, statements or estimates regarding the value of the Partnerships, their
properties,  interests  therein  or the Units.  The Named Plaintiffs acknowledge
that  they  or  their  counsel  have  undertaken  such  investigation  of  the
Partnerships  and  Trusts  as  they  have  deemed  necessary  in connection with
entering  into  this  Revised  Stipulation.

                                   ARTICLE VII
                                    EXPENSES
     Section  7.1.  Attorneys'  Fees.
                    ----------------
     (a)     The procedure for and the allowance or disallowance by the Court of
any  applications  by  Class Counsel for an award or reimbursement of reasonable
attorneys'  fees  and  expenses  shall  not  constitute  a  part of this Revised
Stipulation  and  are  to be considered by the Court separately from the Court's
consideration  of  the  fairness, reasonableness and adequacy of the Settlement,
and  any  order  or proceeding relating to any such fee application or procedure
shall  not operate to terminate or cancel this Revised Stipulation or affect the
finality  of  the  Final Judgments and Orders approving this Revised Stipulation
and  the  Settlement.

(b)     Defendants  agree  to  pay an amount equal to forty percent (40%) of the
aggregate  amount  of attorneys' fees and the reimbursement of expenses that are
approved  by  the  Court.  Plaintiffs  will  agree to limit the amount sought by
their  application(s) for attorneys' fees and reimbursement of expenses so as to
request  an  amount  up  to, but not in excess of $2.5 million in the aggregate,
thus  requiring  the  Defendants  to  separately pay an amount up to, but not in
excess  of, $1 million in the aggregate, as payment for their 40% portion of the
aggregate award of attorneys' fees and reimbursement of expenses approved by the
Court.  The Defendants will agree not to oppose any such application(s) that are
so limited pursuant to this provision.  The remaining sixty percent (60%) of the
aggregate  amount  of  attorneys' fees and reimbursement of expenses approved by
the  Court -- an amount up to, but not in excess of $1.5 million -- will be paid
by  the  Class  Members  and  Nominal  Defendants  receiving  benefits  from the
Settlement out of, inter alia, the Cash Funds that are to be established for the
benefit of the Class Members and Nominal Defendants pursuant to Sections 2.1(a),
2.2(b)  and  2.3(a)  and (b) of this Revised Stipulation above.  Plaintiffs will
agree to limit the amounts sought from each Cash Fund for the payment of the 60%
portion of the aggregate amount of attorneys' fees and reimbursement of expenses
approved  by  the  Court  as  follows:

(i)  up  to  $100,000,  or  16.6%, of the $600,000 Cash Fund established for the
benefit  of  the  RSL  Sub-Class;  (ii) up to $700,000, or 4.67%, of the minimum
$15,000,000  Cash  Distribution to the Operating Partnership Sub-Class; (iii) up
to  $215,000,  or 5.37%, of the $4,000,000 Cash Fund established for the benefit
of  the  Trust  Sub-Class;  and (iv) up to $485,000, or 5.39%, of the $9,000,000
Cash  Fund  established  for  the benefit of the Trust Sub-Class and the Trusts.
Other  than  as set forth above, the Defendants and the Class shall not have any
obligations  with respect to Plaintiffs' Counsel's attorneys' fees and expenses.
Subject  to the terms and conditions of this Revised Stipulation, the Defendants
will  cause  the  aggregate  amount  of the attorneys' fees and reimbursement of
expenses  as  may be approved by the Court to be contributed to the Expense Fund
and  transferred  to  Plaintiffs'  Lead  Counsel within fifteen (15) days of the
Effective  Dates  for  the  subsequent distribution to all Class Counsel.  In no
event  shall the Plaintiffs or Class Counsel pay, or be liable for, the costs of
mailing  and  printing  the  Notices.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section  8.1.  Stipulation Not Admission. Neither this Revised Stipulation,
                    -------------------------
any exhibit or document referenced herein, nor any action taken to effectuate or
further  this  Revised Stipulation or the Settlement set forth herein is, may be
construed  as, or may be used as an admission by or against any other parties of
any  fault,  wrongdoing or liability whatsoever, or as a waiver or limitation of
any  defenses  otherwise  available  to  any  of  the Parties.  Entering into or
carrying out this Revised Stipulation, the exhibits hereto, and any negotiations
or proceedings related thereto shall not in any event be construed as, or deemed
to  be evidence of, an admission or concession by any of the Parties, or to be a
waiver  of  any  applicable  defense,  and  shall  not be offered or received in
evidence  in  any  action  or  proceeding against any Party hereto in any court,
administrative agency or other tribunal for any purpose whatsoever other than to
enforce  or  effectuate  the  provisions  of  this  Revised  Stipulation  or the
provisions  of  any  of  the  exhibits  to this Revised Stipulation. The Parties
hereto  each specifically reserve all rights, claims, demands, defenses, actions
or  causes  of action which each Party presently has, or claims to have, against
any  of  the  others  and  nothing contained herein will be deemed to affect the
same,  until the Effective Dates as set forth herein, at which time the releases
described  in  Article  III  hereof  shall  become  effective.
Section  8.2.  Captions.  The  definitions  and  recitals  set  forth  above are
               --------
essential  elements of this Revised Stipulation.  The captions contained in this
Revised  Stipulation  are inserted only as a matter of convenience and in no way
define,  limit, extend, or describe the scope of this Revised Stipulation or the
intent  of  its  provisions.
Section  8.3.  Entire Agreement.  This Revised Stipulation sets forth the entire
               ----------------
agreement  of  the Parties in respect to the Settlement and supersedes all prior
oral or written agreements, arrangements, understandings, inducements, promises,
and  warranties,  not  embodied  or incorporated herein, relating to the subject
matter  of  this  Revised  Stipulation.  Prior  discussions and negotiations are
superseded  by,  and  merged  into,  this  Revised  Stipulation.
Section  8.4.  Counterparts.  This Revised Stipulation may be executed in one or
               ------------
more  counterparts,  each  of which shall be deemed an original and all of which
together  shall  constitute  one  and  the  same  instrument.
Section  8.5.  Modifications.  The  provisions  of  this  Revised  Stipulation
               -------------
(including  any  time  periods  specified  herein)  may  be  modified by written
agreement  of  counsel  for  all  the  Parties with the consent of the Court and
without  further  notice  to the Settlement Class unless the Court requires such
notice.  The  terms  and  provisions  of  this  Revised  Stipulation  may not be
changed, waived, modified, or varied in any manner unless in writing duly signed
by  counsel  for  Defendants  and  Plaintiffs'  Lead  Counsel.
Section  8.6.  Waiver.  The  failure  of any Party hereto to enforce at any time
               ------
any  provision of this Revised Stipulation shall not be construed as a waiver of
such  provision,  nor  be  construed  in  any way to effect the validity of this
Revised  Stipulation  or any part hereof or the right of any Party thereafter to
enforce  each and every such provision.  No waiver of any breach of this Revised
Stipulation  shall  be  held  to  constitute  a  waiver  of  any  other  breach.
Section  8.7.  Successors.  This  Revised  Stipulation shall be binding upon and
               ----------
inure to the benefit of the Parties hereto and their successors and assigns.  No
Party  hereto  may  assign its rights or obligations hereunder without the prior
written  consent  of  all  of  the  other  Parties  hereto.
Section  8.8.  Third  Parties.  Nothing  in  this  Revised  Stipulation, whether
               --------------
express  or  implied,  is  intended to confer any rights or remedies under or by
reason  of this Revised Stipulation on any persons other than the Parties hereto
and  their  respective  successors  and assigns, nor is anything in this Revised
Stipulation  intended  to relieve or discharge the obligations or liabilities of
any  third  parties  to  any  party  to  this Revised Stipulation, nor shall any
provision  give  any  third  parties  any right of subrogation or action over or
against  any  Party  to  this  Revised  Stipulation.
Section  8.9.  Notices.  Any  and all notices, requests, consents, directives or
               -------
communications  by  any  party intended for any other party shall be in writing,
shall  be  given  personally or by postage prepaid certified or registered mail,
return  receipt  requested,  and shall be deemed delivered on the earlier of (a)
the  date received and (b) the date four business days after the date of deposit
in  a  United  States  Postal  Depository,  and  shall  be addressed as follows:

     (a)     If  to  the  Defendants:
     Nixon  Peabody  LLP
101  Federal  Street
Boston,  MA  02110-1832
(617)  345-1000
Attn:     Deborah  L.  Thaxter,  P.C.
     Gregory  P.  Deschenes,  Esq.

     (b)     If  to  the  Named  Plaintiffs:

Wechsler  Harwood  Halebian  &  Feffer  LLP
488  Madison  Avenue,  8th  Floor
New  York,  New  York  10022
     Attn:  Andrew  D.  Friedman,  Esq.
     Any  Party may, from time to time, change the address to which such written
notice,  requests,  consents,  directives or communications are to be mailed, by
giving  the  other  parties  ten  (10)  days prior written notice of the changed
address  in  the  manner  hereinabove  provided.
Section  8.10.  Governing  Law.  This  Revised  Stipulation  and  the  attached
                --------------
exhibits  shall be governed by and construed and enforced in accordance with the
laws  of  the  Commonwealth of Massachusetts, without reference to principles of
choice  or  conflicts  of  laws.  This  Revised  Stipulation (including, without
limitation,  its  execution  and  consummation) shall be enforced solely in this
Court.  The  Defendants,  the  Named  Plaintiffs and the Settlement Class hereby
waive  any objection they may now or hereafter have to the venue or forum of any
such  enforcement  proceedings,  and  irrevocably  consent  to  and  acknowledge
jurisdiction  and  service  of  any  and  all  process  of the Court in any such
proceedings.

Section 8.11.  Collaborative Effort.  The undersigned agree that no single party
               --------------------
shall  be  deemed to have drafted this Stipulation or any portion thereof.  This
Revised  Stipulation  is  the  product  of  the  collaborative  effort  of  the
undersigned  counsel.

Section  8.12.  Exhibits.  All of the exhibits hereto are hereby incorporated by
                --------
reference  as  though  fully  set  forth  herein.

Section 8.13.  Plaintiffs' Lead Counsel Authorization.  Plaintiffs' Lead Counsel
               --------------------------------------
on  behalf  of the Class has been expressly authorized by the Plaintiffs to take
all  appropriate  action  required  or  permitted  to  be  taken by the Class to
effectuate  its terms and is also authorized by the Plaintiffs to enter into any
modifications  or  amendments to the Revised Stipulation on behalf of the Class.

Section 8.14.  Defendants' Counsel Authorization.  Counsel for the Defendants is
               ---------------------------------
authorized  to  sign  this Revised Stipulation on behalf of each of its clients.

Section  8.15.  Defendants'  Acknowledgment.  The  Defendants hereby acknowledge
                ---------------------------
that  various  revisions  to  the  terms  and  conditions of the sale of Class B
Interests that were made by the Defendants prior to the consummation of the sale
of  the  Class  B  Interests,  and all of the consideration to be paid to, or on
behalf  of,  the  Class  and  Nominal  Defendants  pursuant  to the terms of the
Settlement  set  forth herein, are attributable to the Action and the efforts of
the  Plaintiffs  and  Plaintiffs'  Counsel  in  connection  therewith.

Section  8.16.  No  Assignment.  The  Plaintiffs and their counsel represent and
                --------------
warrant  that none of the Plaintiffs' alleged claims or causes of action against
the  Defendants  have  been assigned, encumbered or in any manner transferred in
whole  or  in  part.

<PAGE>

ATTORNEYS  FOR  PLAINTIFFS:


      s/Andrew  D.  Friedman
----------------------------
WECHSLER  HARWOOD  HALEBIAN  &  FEFFER  LLP
Andrew  D.  Friedman
488  Madison  Avenue,  8th  Floor
New  York,  NY  10022
(212)  935-7400

LAW  OFFICES  OF  VINCENT  T.  GRESHAM
Vincent  T.  Gresham
6065  Roswell  Road,  Ste.  1445
Atlanta,  GA  30328
(770)  552-5270

GILMAN  AND  PASTOR
Peter  A.  Lagorio
One  Boston  Place
Boston,  MA  02108-4400
(617)  589-3750

BENJAMIN  S.  SCHWARTZ,  CHARTERED
Benjamin  S.  Schwartz
4600  Olympic  Way
Evergreen,  CO   80439
(303)  670-5941

GLANCY  &  BINKOW
Lionel  Z.  Glancy
1801  Avenue  of  the  Stars,  Suite  306
Los  Angeles,  CA   90067
(310)  201-9150

LAW  OFFICES  OF  ALLEN  M.  LERNER
Allan  Lerner
2888  East  Oakland  Park  Boulevard
Fort  Lauderdale,  FL   33306
(305)  563-8111

LAW  OFFICES  OF  JAMES  V.  BASHIAN
500  Fifth  Avenue,  Ste.  2700
New  York,  NY  10110
(212)  921-4100

THOMAS  A.  HOADLEY,  PA
310  Australian  Avenue
Palm  Beach,  FL  33480
(561)  792-9006

GOODKIND,  LABATAN,  RUDOFF  &  SUCHAROW,  LLP
Lynda  J.  Grant
Robert  N.  Cappucci
100  Park  Avenue
New  York,  NY  10017
(212)  907-0700

LASKY  &  RIFKIND,  LTD.
Leigh  Lasky
30  North  LaSalle  Street,  Ste.  2140
Chicago,  IL  60602
(312)  759-7670

HAROLD  B.  OBSTFELD,  P.C.
Harold  B.  Obstfeld
260  Madison  Avenue
New  York,  NY  10116
(212)  696-1212

ATTORNEYS  FOR  DEFENDANTS:


    s/Deborah  L.  Thaxter
--------------------------
NIXON  PEABODY  LLP
Deborah  L.  Thaxter,  P.C.
Gregory  P.  Deschenes
101  Federal  Street
Boston,  MA  02110-1832
(617)  345-1000


<PAGE>
Exhibit  A  -  Preliminary  Approval  Order

Exhibit  B  -  Notice  of  Class  Action  Determination,  Proposed  Settlement
     and  Fairness  Hearing

Exhibit  C  -  Final  Judgment  and  Order



Those  thirteen  (13)  Partnerships  are as follows:  American Income 4 Limited
Partnership,  American  Income  5 Limited Partnership, American Income 6 Limited
Partnership,  American  Income  7 Limited Partnership, American Income 8 Limited
Partnership, American Income Partners III-A Limited Partnership, American Income
Partners  III-B  Limited  Partnership,  American  Income  Partners III-C Limited
Partnership, American Income Partners III-D Limited Partnership, American Income
Partners  IV-A  Limited  Partnership,  American  Income  Partners  IV-B  Limited
Partnership,  American Income Partners IV-C Limited Partnership, American Income
Partners  IV-D  Limited  Partnership.

 Those two (2) Partnerships are American Income Partners V-A Limited Partnership
and  American  Income  Partners  V-C  Limited  Partnership.


                                                               EXHIBIT 2.13 EX B
                                                               -----------------

                                    EXHIBIT B
                                    ---------


                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA


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,

     Plaintiffs,

v.
     Case  No.  98-8030-CIV-Hurley
EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

     Nominal  Defendants.


<PAGE>
     5

                            ORDER AND FINAL JUDGMENT
                            ------------------------


     This  matter having come before the Court on the application of the parties
for  approval  of  the  settlement  set  forth  in  the  Revised  Stipulation of
Settlement  dated  January 29, 2002 and the exhibits annexed thereto, as amended
by  the agreement of the parties dated June 11, 2002 (the "Revised Stipulation")
relating  to  the  claims  of  the  Class  that  was conditionally certified for
settlement  purposes  by  this Court's Preliminary Approval Order dated March 1,
2002  in  the  above-captioned  Action  (the "Settlement"), and the Court having
considered all papers filed and proceedings had herein and otherwise being fully
informed  in  the  premises  and  good  cause  appearing  therefor,

     ORDERED,  ADJUDGED  AND  DECREED  THAT:

     1.     For  purposes  of  this  Final  Judgment,  the  Court  adopts  and
incorporates  by reference the definitions contained in the Revised Stipulation.
     2.     This  Court  has  jurisdiction  over  the  subject  matter  of  this
litigation, over all actions within this litigation and over all parties to this
litigation,  including  all  members  of  the  Settlement  Class.

     3.     This  Court  hereby  approves  the  Settlement  and the transactions
contemplated  thereby  with  respect  to  the Settlement Class and the Operating
Partnerships,  and  finds,  in  accordance  with Rule 23 and 23.1 of the Federal
Rules  of  Civil  Procedure,  that  the  Settlement  is  in  all respects, fair,
reasonable  and  adequate,  and  directs  implementation of all of its terms and
provisions with respect to the Operating Partnerships and the Class.  The Class,
as  defined  in  the  Settlement and Preliminary Approval Order, consists of all
persons  and entities who owned Units of any of the Operating Partnerships as of
this  Court's  Order  dated  March  1,  2002.

     4.     The  Court  hereby  finds  that, (a) the benefits provided under the
Settlement  compare  favorably  to  the likely recovery at trial; (b) the claims
asserted  in  the  Action  are complex and the alternative to the Settlement now
would  be  lengthy,  burdensome and expensive litigation; (c) the Settlement was
reached  at  a stage in the litigation sufficient to assure that counsel for the
parties  had sufficient information regarding the strength and weaknesses of the
claims  and  defenses so as to make reasoned judgments concerning the Settlement
of  the  Action;  (d)  Plaintiffs'  Lead  Counsel  and  the  ten other law firms
representing  the  plaintiffs  ("Class  Counsel")  are  well  qualified and have
substantial experience in class action and other complex litigation on behalf of
investors,  and it is the collective judgment of Class Counsel that the benefits
of  the  Settlement  outweigh the delay and risk of proceeding to trial; (e) the
substance  and  amount  of opposition to this Settlement, from three out of over
fourteen  thousand  members  of  the  Class,  was  small and the objections were
resolved,  in  large  part,  by  the  parties'  agreement  to  amend the Revised
Stipulation  to  clarify the intent of the parties as to a clause previously set
forth  in  subsection  2.2(f) of the Revised Stipulation; and (f) the Settlement
resulted  from  arms'  length  bargaining  between  the  parties and there is no
evidence  that  the  Settlement  is  the  product  of  collusion.

     5.     It  is  appropriate  to  finally  certify  the  Class defined in the
Revised Stipulation and in Paragraph 3 hereof, for settlement purposes only, and
without  prejudice  to  further  litigation in the event the Revised Stipulation
does  not  become  effective  (as  described  in the Revised Stipulation).  With
respect  to  the certification of the Class solely for, and contingent upon, the
Settlement of the Action, this Court finds:  (A) the members of the Class are so
numerous  that joinder of all Class members in this Action is impracticable; (B)
there are common questions of law and fact which predominate over any individual
questions; (C) the claims of the Plaintiffs are typical of the respective claims
of the Class; (D) the Class is adequately represented by the Plaintiffs who have
fairly  and  adequately  represented  and  protected the interests of all of the
Class members, have no interests which conflict with the interests of the Class,
and  have  retained counsel who are well qualified and highly experienced in the
representation  of  limited  partners in class and derivative actions similar to
the  Action;  and  (E) a class action is superior to other available methods for
the  fair  and  efficient  adjudication  and  settlement  of  the  controversy,
considering,  among  other  matters,  (i)  the  interest  of  the members of the
Operating  Partnership Sub-Class in individually controlling the prosecution and
settlement  of  separate  actions,  (ii) the extent and nature of any litigation
concerning the controversy already commenced by or against members of the Class,
(iii)  the  desirability  or  undesirability  of concentrating the litigation of
these  claims  in  this particular forum, and (iv) the difficulties likely to be
encountered  in  the  management  of  this  Action.

     6.     This  Court  hereby  dismisses  the  Class  and  Derivative  Action
Complaint,  and  each  and every claim stated therein brought by or on behalf of
the  members of the Class and the Operating Partnerships, on the merits and with
prejudice  as against the Defendants and without costs to any of the parties, as
against  any  other  party,  except  as  set  forth  in the Revised Stipulation.

     7.     Defendants  and  the  Released  Parties  are  hereby  and  forever
acquitted,  released  and  discharged  by  each  Plaintiff  and Class Member and
Releasing  Parties  with  respect  to any and all Settled Claims as set forth in
Section  3.2  of  the  Revised  Stipulation.

     8.     Each  Plaintiff  and  Class  Member  and Releasing Parties is hereby
deemed  conclusively  to  have  compromised,  settled, discharged, dismissed and
released  any  and all rights, claims or causes of action against the Defendants
and  Released  Parties  arising  out  of or based upon the Settled Claims and is
hereby  forever  barred  and  enjoined  from  asserting,  either  directly  or
indirectly,  any  Settled  Claims  against  any  of  the Defendants and Released
Parties.

     9.     On March 1, 2002, the Court entered an Order Preliminarily Approving
the  Settlement  by  which  it  approved  the  form  of  Notice  of Class Action
Determination,  Proposed  Settlement  and  Fairness  Hearing  (the "Notice") and
ordered that copies of the Notice be sent by mail to all Members of the Class at
the  addresses  set  forth  in the books and records maintained by the Operating
Partnerships.  Pursuant  to  and  in  accordance with such order, the Notice was
provided  to  the  Class members.  The Notice given to the Class pursuant to the
Revised  Stipulation  was  the  best notice practicable under the circumstances.
Said  Notice  provided  due  and  adequate  notice  to  all Class Members of all
material elements of the Action, the terms and conditions of the Settlement, the
request  for  attorneys'  fees  and expenses and all relevant proceedings in the
Action.  Said  Notice  fully  satisfied  the  requirements of Rules 23(c)(2) and
23(e)  of  the  Federal  Rules  of  Civil  Procedure  and  the  United  States
Constitution.

     10.     Without  affecting  the finality of this Final Judgment in any way,
this  Court  hereby retains continuing jurisdiction:  (a) over implementation of
the  Settlement  and  all  distributions  to  the  Plaintiffs  and Class Members
pursuant  to  further  orders of this Court; (b) over the Action until the final
judgment  contemplated hereby has become effective and each and every act agreed
to  be  performed  by  the  parties  shall  have  been performed pursuant to the
Settlement;  and (c) over all parties to the Action for the purpose of enforcing
and  administering  the  Revised  Stipulation.

     11.     If  the  Settlement  does not become final and effective, then this
Final  Judgment shall be rendered null and void ab initio and be vacated and the
                                                -- ------
Settlement and all orders entered in connection therewith shall be rendered null
and  void,  except  for the provisions of the Revised Stipulation concerning the
payment  of  the  costs  of  Notice, and the Action shall be reinstated with the
parties  having  all  rights  as  existed  prior to the execution of the Revised
Stipulation.

     12.     Class  Counsel  in  the  Action  are  awarded  attorneys'  fees and
reimbursement  of  costs  and expenses incurred from May 7, 1999 through May 30,
2002, in the aggregate amount of $1,166,667.00, which is to be paid, pursuant to
the  terms  of  the  Revised  Stipulation,  to Plaintiffs' Lead Counsel who will
allocate  $100,000.00  of  such amount among the Plaintiffs for incentive awards
approved  by  the  Court  and  the  remainder  among  Class  Counsel.

     13.     In  accordance  with Section 47(b) of the Investment Company Act of
1940,  as  amended  (the  "1940  Act"), the Court finds, under the circumstances
surrounding  the  Revised Stipulation and the transactions contemplated thereby,
enforcement  of this Settlement and any contracts entered into, or to be entered
into,  by  the  Operating  Partnerships and their affiliates (a) would produce a
more  equitable  result  than  would  non-enforcement,  and  (b)  would  not  be
inconsistent  with  the  purposes  of the 1940 Act, as described in Section 1 of
that Act.  Accordingly, even if any of the Operating Partnerships is now, or has
been,  an "investment company," as that term is defined in Section 3 of the 1940
Act,  this  Order  shall  be  enforceable  and  binding  on  the parties hereto,
notwithstanding  Section  7  of the 1940 Act.  Nothing herein shall be deemed to
constitute  either  (a)  a  finding  by  the  Court,  or  (b)  an  admission  or
acknowledgment by any party hereto that any Operating Partnership is now, or has
been,  an  "investment company" within the meaning of Section 3 of the 1940 Act.

     14.     This  Court  hereby decrees that neither the Settlement, this Final
Judgment,  nor  the  fact  of  settlement  are an admission or concession by the
Defendants  of  any  liability or wrongdoing whatsoever.  This Final Judgment is
not  a  finding  of the validity or invalidity of any claims in the Action or of
any  wrongdoing  by  the  Defendants.  Neither  the  Settlement,  nor this Final
Judgment,  nor  the  fact of settlement, nor the settlement proceedings, nor the
settlement negotiations, nor any related documents shall be used or construed as
an  admission  of  any fault, liability or wrongdoing by any person or entity or
shall  be  offered  or  received  in  evidence  as  an  admission,  concession,
presumption  or  inference  against  any party in any proceeding other than such
proceedings  as  may  be  necessary  to  consummate  or  enforce the Settlement.

     DONE  AND  SIGNED in Chambers at West Palm Beach, Florida, this 12th day of
June,  2002.

     /s/  Daniel  T.K.  Hurley
     -------------------------
Daniel  T.K.  Hurley
United  States  District  Judge


Copies  To  All  Counsel  Of  Record