EXHIBIT 2.14

                       PLAN OF LIQUIDATION AND DISSOLUTION

     This  Plan of Liquidation and Dissolution (this "Plan"), is entered into as
of  July  18,  2002,  by  and among AFG Leasing IV Incorporated, a Massachusetts
corporation  ("AFG  IV"),  both  in  its  individual capacity and as the general
partner,  and  on  behalf,  of American Income Partners V-A Limited Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership  and  American  Income  Partners  V-D  Limited  Partnership
(together, the "AIP Partnerships"), AFG Leasing VI Incorporated, a Massachusetts
corporation  ("AFG  VI"),  both  in  its  individual capacity and as the general
partner,  and  on  behalf,  of American Income Fund I-A, 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 and American Income Fund I-E, a
Massachusetts  Limited  Partnership  (collectively, the "AIF Partnerships"), AFG
Aircraft  Management  Corporation,  a Massachusetts corporation ("AFG AMC", and,
together  with  AFG  IV  and AFG VI, hereinafter collectively referred to as the
"General Partners"), both in its individual capacity and as the general partner,
and  on  behalf,  of  AIRFUND  International  Limited Partnership and AIRFUND II
International  Limited  Partnership  (together,  the "Airfund Partnerships," and
hereinafter,  together  with  the  AIP  Partnerships  and  the AIF Partnerships,
collectively  referred  to  as  the  "Partnerships").

                                 R E C I T A L S
                                 - - - - - - - -

WHEREAS,  the  Partnerships  are nominal defendants in a class action lawsuit in
the  United  States  District  Court  for  the Southern District of Florida (the
"Court")  captioned  Leonard  Rosenblum, et al. v. Equis Financial Group Limited
Partnership,  et  al.  (Civ.  98-8030)  (the  "Litigation");  and

     WHEREAS,  the  Court  approved  a  Revised Stipulation of Settlement of the
litigation,  a  copy  of  which is attached hereto as Exhibit A (as amended, the
                                                      ------- -
"Settlement  Stipulation"),  pursuant to a Final Judgment and Order entered onto
the docket on June 18, 2002, a copy of which is attached hereto as Exhibit B (as
                                                                   ------- -
amended,  the  "Order");  and

WHEREAS,  pursuant  to  the  terms of the Order, the Partnerships have agreed to
dissolve  and  commence  liquidation of their remaining assets on or before July
18,  2002,  the  date  that is thirty days following the first date on which the
Order  becomes  final,  binding  and  non-appealable (the "Effective Date"); and

     WHEREAS,  the  Settlement  Stipulation  and  Order  contemplate  that  upon
dissolution,  the  General  Partners  shall  (i)  cancel  each  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  further  distributions  noted  below;  (iii) after
allocating  reasonable  estimates  of  cash amounts to be used for contingent or
existing  liabilities,  liquidate each Partnership's assets; (iv) place 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 in a liquidating trust for the benefit
of  the  unitholders  of  each  of  the  Partnerships (the "Unitholders") with a
nationally recognized financial institution as its trustee (each, a "Liquidating
Trust");  (v) distribute all of the net cash proceeds from the sale of assets of
each  Liquidating  Trust and cash, less reserves for any contingent liabilities,
to  the beneficiaries of each Liquidating Trust no later than December 31, 2003;
and  (vi)  undertake  certain other transactions, all as more fully described in
the  Settlement  Stipulation  and  the  Order;  and

     WHEREAS,  in  furtherance  of  the  liquidation  and  dissolution  of  the
Partnerships  as  described  herein,  the  General  Partners have negotiated the
appointment  of  Wilmington  Trust  FSB as the trustee of each Liquidating Trust
(the "Trustee"), each substantially pursuant to the terms of a Liquidating Trust
Agreement,  a  form  of  which  is  attached  hereto  as  Exhibit  C;  and
                                                          -------  -

WHEREAS,  in  furtherance of the liquidation and dissolution of the Partnerships
as  described  herein, the General Partners have adopted and approved this Plan;

NOW  THEREFORE,  the  General  Partners authorize the following on behalf of the
Partnerships:

1.     Each  of  the  Partnerships  shall  enter  into,  execute  and  deliver a
Liquidating  Trust  Agreement  with  the  Trustee.

2.     Upon  dissolution,  pursuant  to  Section  10  of  Chapter  109  of  the
Massachusetts  General Laws, the General Partner of each Partnership shall cause
it  to  file with the Secretary of State of The Commonwealth of Massachusetts, a
Certificate of Cancellation, a form of which is attached hereto as Exhibit D and
                                                                   ------- -
cancels  the  Partnership's  Limited  Partnership  Certificate.

3.     The  Partnerships  shall,  after  having  set  aside  cash funds that the
General  Partners  have  determined  sufficient  for  the  satisfaction  of  any
contingent  or  existing obligations or the payment of any fees or expenses with
respect  to  any  Partnership  (the  "Cash  Reserves")  and reserving cash to be
transferred  to  each  Liquidating  Trust  for  estimated  fees,  expenses  and
contingent  liabilities  of  each  Liquidating Trust (the "Retained Assets"), in
accordance  with  each Partnership's limited partnership agreement and the terms
of  the Settlement Stipulation, distribute all available cash to each respective
Partnership's  Unitholders.

4.     American  Income  Partners  V-A  Limited  Partnership,  American  Income
Partners  V-B  Limited  Partnership,  American  Income Fund I-C, a Massachusetts
limited  partnership,  American  Income  Fund  I-D,  a  Massachusetts  limited
partnership  and  American  Income Fund I-E, a Massachusetts limited partnership
shall  each  transfer  to the Trustee on behalf of such Partnership's respective
Liquidating  Trust,  all its right, title and interest: (i) as indirect payee in
and to promissory notes issued indirectly by Semele Group Inc. on April 30, 1997
(the  "Semele  Notes"),  if  the  Semele  Notes have not previously been sold or
repaid,  in accordance with the terms of the Order, on or prior to the Effective
Date  and  (ii) as indirect stockholder in and to 177,730 shares of common stock
of Semele Group, Inc. (the "Semele Stock"), each of which were issued as partial
consideration  paid  to  such  Partnerships  for  the  purchase of three vessels
formerly  owned  by  subsidiaries  of  such  Partnerships.

5.     Each  of  the  Partnerships  shall  assign  all  of  its right, title and
interest  (i) as lender in and to promissory notes issued by Echelon Residential
Holdings LLC as of March 8, 2000, as amended, together with the right to receive
any  accrued but unpaid interest relating thereto (the "Echelon Notes") and (ii)
in and to that certain Pledge Agreement (Partnerships) dated as of March 8, 2000
relating  to  the  Echelon  Notes  (the  "Pledge  Agreement").  The Partnerships
acknowledge  that  from  and  after the Effective Date, the Trustee shall be the
Agent  (as  such  term  is  defined  in  the  Pledge  Agreement).

6.     Without  limiting  the  foregoing,  the  Partnerships  shall  enter into,
execute  and  deliver  to the Trustee a Bill of Sale, Assignment, Acceptance and
Assumption  Agreement,  a  form of which is attached hereto as Exhibit E, which,
                                                               ------- -
together  with  related  transfer  instruments, shall transfer and assign to the
Trustee,  on behalf of each Liquidating Trust, all right, title, interest in and
to,  and  obligations related to, all assets, including, but not limited to, the
Partnership's  cash  and/or  cash  equivalents,  the Cash Reserves, the Retained
Assets,  the  Semele Notes, the Semele Stock and the Echelon Notes, held by each
of  each  of  the  Partnerships  that  have  not been, as of the Effective Date,
distributed as provided in the Order.  Such assets shall be reserved, liquidated
or  distributed  by the Trustee in accordance with the terms of each Liquidating
Trust.

7.     The  General  Partners  shall  take  any  and  all  other  actions deemed
required,  necessary or desirable to complete the liquidation and dissolution of
the  Partnerships,  including  but not limited to, the execution and delivery of
any  and  all  agreements,  certificates,  instruments  or  other  documents.

            [The remainder of this page is left intentionally blank.]
<PAGE>
      IN  WITNESS  WHEREOF, the parties hereto have executed this Plan as of the
date  first  set  forth  above.

AFG  LEASING  IV  INCORPORATED          AFG  LEASING  VI  INCORPORATED


By:     /s/  Wayne  E.  Engle          By:  /s/  Wayne  E.  Engle
    -------------------------               ---------------------
     Wayne  E.  Engle,  Vice  President     Wayne  E.  Engle,  Vice  President


AFG  AIRCRAFT  MANAGEMENT  CORPORATION


By:  /s/  Wayne  E.  Engle
     ---------------------
     Wayne  E.  Engle,  Vice  President


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

     By:  /s/  Wayne  E.  Engle
          ---------------------
          Wayne  E.  Engle,  Vice  President

AMERICAN  INCOME  FUND  I-A,  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
By:     AFG  Leasing  VI  Incorporated,  General  Partner

     By:  /s/  Wayne  E.  Engle
          ---------------------
          Wayne  E.  Engle,  Vice  President

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

     By:  /s/  Wayne  E.  Engle
          ---------------------
          Wayne  E.  Engle,  Vice  President


<PAGE>
                                    EXHIBIT A

                       [REVISED STIPULATION OF SETTLEMENT]

<PAGE>
                                    EXHIBIT B

                           [FINAL JUDGMENT AND ORDER]

<PAGE>
                                    EXHIBIT C

                          [LIQUIDATING TRUST AGREEMENT]

<PAGE>
                                    EXHIBIT D

                          [CERTIFICATE OF CANCELLATION]

<PAGE>
                                    EXHIBIT E

                      [ASSIGNMENT AND ASSUMPTION AGREEMENT]



                                    EXHIBIT E
                                    ---------

                                                                       EXHIBIT E
          BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT
     This  BILL  OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made,
executed  and  entered  into  as  of July 18, 2002, by and among American Income
Partners  V-A  Limited  Partnership,  American  Income  Partners  V-B  Limited
Partnership,  American  Income  Partners  V-C  Limited  Partnership and American
Income  Partners  V-D  Limited  Partnership,  American  Income  Fund  I-A,  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 and
American  Income  Fund  I-E,  a  Massachusetts  Limited  Partnership,  AIRFUND
International  Limited  Partnership  and  AIRFUND  II  International  Limited
Partnership  (each an "Assignor" and, together, the "Assignors"), and Wilmington
                       --------                      ---------
Trust  Company,  a Delaware banking corporation, not in its individual capacity,
but  solely  as  trustee (the "Trustee") of each of the American Income Partners
                               -------
V-A  Limited  Partnership  Liquidating  Trust,  the American Income Partners V-B
Limited  Partnership Liquidating Trust, the American Income Partners V-C Limited
Partnership  Liquidating  Trust,  the  American  Income  Partners  V-D  Limited
Partnership  Liquidating  Trust,  the  American Income Fund I-A, a Massachusetts
Limited  Partnership,  Liquidating  Trust,  the  American  Income  Fund  I-B,  a
Massachusetts  Limited  Partnership, Liquidating Trust, the American Income Fund
I-C, a Massachusetts Limited Partnership, Liquidating Trust, the American Income
Fund  I-D,  a  Massachusetts  Limited  Partnership,  Liquidating  Trust  and the
American  Income  Fund  I-E,  a  Massachusetts  Limited Partnership, Liquidating
Trust,  the  AIRFUND International Limited Partnership Liquidating Trust and the
AIRFUND  II  International  Limited  Partnership  Liquidating  Trust  (each  a
"Liquidating  Trust"  and  together,  the  "Liquidating  Trusts").
         ----------                         -------------------
                                    RECITALS
                                    --------
     WHEREAS,  the  Trustee  and  each  the Assignors are parties to Liquidating
Trust  Agreements  dated  as  of  the date hereof, pursuant to which each of the
Assignors  has created a Liquidating Trust and engaged the Trustee as trustee to
administer  the  Liquidating Trust (the "Agreements") pursuant to the terms of a
                                         ----------
Revised  Stipulation  of  Settlement,  entered into by the Assignors and certain
plaintiffs  in  settlement  of  a lawsuit, that was approved pursuant to a Final
Judgment  and  Order  entered  on  the  court's  docket  on  June  18, 2002; and
     WHEREAS,  the Agreements contemplate that each of the Assignors will place,
as  of  the  date hereof and in accordance with a Plan of Liquidation adopted by
the  Assignors as of the date hereof, all of its undistributed assets, including
but  not  limited  to,  cash,  equipment and securities, along with certain Cash
Reserves  (as  defined  in  the  Revised  Stipulation  of Settlement) subject to
disbursement  for  the  Assignor's contingent liabilities and cash designated as
reserves  for  the  Liquidating  Trust's  contingent  liabilities,  into  the
Liquidating  Trust  established  to  receive  said  assets  and reserves of each
Assignor;  and
WHEREAS,  the  Trustee  and  each  of  the Assignors now desire to carry out the
intent  and  purpose  of  the  Agreements  by  the execution and delivery to the
Trustee  by  each  Assignor  of  this  instrument  evidencing  the  conveyance,
assignment, transfer, sale and delivery to the Trustee of the Transferred Assets
(as  hereinafter  defined)  and  the  acceptance  by  the Trustee of the Assumed
Obligations  (as  hereinafter  defined);
     NOW,  THEREFORE, in consideration of the foregoing premises and for $10 and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged:

     ASSIGNMENT
     ----------
     Each  of  the  Assignors  does  hereby  convey,  assign, transfer, sell and
deliver  unto  the  Trustee  and  its  successors  and assigns, forever, for the
benefit of each Assignor's Liquidating Trust, all of each such Assignor's right,
title  and  interest in, to and under all of the assets of each of the Assignors
as  set  forth  and  more  fully  described  by category of asset and more fully
enumerated  by  Assignor on Exhibit A, hereto, including, without limitation any
                            ------- -
accounts receivable, limited partnership interests, beneficial interests, rights
in  litigation,  security  interests,  contract  rights or agreements, rights to
payment  or  distributions  or  similar rights that each Assignor may possess in
same  (together,  the  "Transferred  Assets").
                        -------------------
     ACCEPTANCE  AND  ASSUMPTION
     ---------------------------
     The  Trustee  accepts  the  foregoing  conveyance, assignment, transfer and
delivery  of  the  Transferred  Assets  and agrees to assume all liabilities and
obligations  relating  to  the Transferred Assets to the extent specifically set
forth  in  the  Agreements  (the  "Assumed  Obligations").
                                   --------------------
     TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto
the  Trustee,  its  successors  and  assigns,  FOREVER,  for the benefit of each
Assignor's  Liquidating  Trust.
Each Assignor hereby constitutes and appoints the Trustee and its successors and
assigns  as  its  true  and  lawful  attorneys  in  fact  in connection with the
transactions  contemplated  by this instrument, with full power of substitution,
in  the  name and stead of each Assignor but on behalf of and for the benefit of
the Trustee and its successors and assigns, to demand and receive any and all of
the  assets,  properties,  rights  and  business  hereby conveyed, assigned, and
transferred  or  intended  so to be, and to give receipt and releases for and in
respect of the same and any part thereof, and from time to time to institute and
prosecute,  in  the  name  of  the Assignor or otherwise, for the benefit of the
Trustee  or  its  successors  and  assigns,  proceedings  at  law, in equity, or
otherwise, which the Trustee or its successors or assigns reasonably deem proper
in  order  to  collect  or  reduce  to  possession or endorse any portion of the
Transferred Assets and to do all acts and things in relation to the assets which
the  Trustee  or  its  successors  or  assigns  reasonably  deem  desirable.
This  instrument  shall  be  binding  upon and shall inure to the benefit of the
respective  successors  and  assigns  of  the  Assignors  and  the  Trustee.
This  instrument  shall be construed and enforced in accordance with the laws of
the  State  of  Delaware,  without  regard  to  conflict  of  law.
            [The remainder of this page is left intentionally blank.]
<PAGE>
B583425.2
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this Bill of Sale,
Assignment,  Acceptance  and  Assumption  Agreement under seal on the date first
above  written.
ASSIGNORS

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

     By:  _________________________________
          Wayne  E.  Engle,  Vice  President


AMERICAN  INCOME  FUND  I-A,  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
By:     AFG  Leasing  VI  Incorporated,  General  Partner

     By:  _________________________________
          Wayne  E.  Engle,  Vice  President


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

     By:  _________________________________
          Wayne  E.  Engle,  Vice  President


TRUSTEE

WILMINGTON  TRUST  COMPANY, not in its individual capacity but solely as trustee
of  each  of  the  Liquidating  Trusts


By:  ________________________________
Its:  ________________________________



<PAGE>
THE  COMMONWEALTH  OF  MASSACHUSETTS  )
     )ss.
COUNTY  OF  SUFFOLK     )
     On  this  19th  day  of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President  of  AFG Leasing IV Incorporated (the "Corporation"), who acknowledged
to  me  that  he executed the foregoing Bill of Sale, Assignment, Acceptance and
Assumption  Agreement  in  said  capacity  and  on  behalf of the Corporation as
General  Partner,  that  his  execution  was duly authorized and approved by the
Corporation,  and  that  it  was  the  free  act  and  deed  of the Corporation.

     __________________________________
     Notary  Public
     My  Commission  Expires:______________


THE  COMMONWEALTH  OF  MASSACHUSETTS  )
     )ss.
COUNTY  OF  SUFFOLK     )
     On  this  19th  day  of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President  of  AFG Leasing VI Incorporated (the "Corporation"), who acknowledged
to  me  that  he executed the foregoing Bill of Sale, Assignment, Acceptance and
Assumption  Agreement  in  said  capacity  and  on  behalf of the Corporation as
General  Partner,  that  his  execution  was duly authorized and approved by the
Corporation,  and  that  it  was  the  free  act  and  deed  of the Corporation.

     __________________________________
     Notary  Public
     My  Commission  Expires:______________


THE  COMMONWEALTH  OF  MASSACHUSETTS  )
     )ss.
COUNTY  OF  SUFFOLK     )
     On  this  19th  day  of July 2002 before me, a Notary Public in and for the
foregoing jurisdiction, personally appeared Wayne E. Engle, known to me the Vice
President  of  AFG  Aircraft  Management  Corporation  (the  "Corporation"), who
acknowledged  to  me  that  he  executed the foregoing Bill of Sale, Assignment,
Acceptance  and  Assumption  Agreement  in  said  capacity  and on behalf of the
Corporation  as  General  Partner,  that  his  execution was duly authorized and
approved  by  the  Corporation,  and  that  it  was the free act and deed of the
Corporation.
     __________________________________
     Notary  Public
     My  Commission  Expires:______________

<PAGE>


                                    EXHIBIT A

                               TRANSFERRED ASSETS
                               ------------------

       Described by Category of Asset and on an Assignor by Assignor Basis
       -------------------------------------------------------------------


I.     ACCOUNTS  RECEIVABLE:

(see  the  accounts  receivable  schedule  attached  hereto)

II.     BENEFICIAL  INTERESTS:

     A.     Beneficial  Interests  in  a  trust,  relating  to,  inter  alia,  a
McDonnell  Douglas  MD-82  aircraft  bearing  MSN  49151,  pursuant  to  a Trust
Agreement  dated  as  of  September  12, 2001, as amended, by and among Investor
Asset  Holding  Corp.,  as  Owner  Trustee  and the following Assignors as Owner
Participants  in  the  percentages  set  forth  below:

American  Income  Fund  I-C:     11.872%
---------------------------
American  Income  Fund  I-D:     14.391%
---------------------------
American  Income  Fund  I-E:     9.714%
---------------------------
Airfund  International:          49.17%
----------------------
Airfund  II  International:     14.853%
--------------------------

     B.     Beneficial  Interests  in a trust, relating to, inter alia, a Boeing
737-2H4  aircraft  bearing  serial  number  21722, pursuant to a Trust Agreement
dated  as  of  December  30,  1991,  as  amended,  by and among Wells Fargo Bank
Northwest,  National  Association  (f/k/a  First Security Bank of Utah, National
Association), as Owner Trustee and the following Assignors as Owner Participants
in  the  percentages  set  forth  below:

American  Income  Fund  I-C:     14.35%
---------------------------
American  Income  Fund  I-D:     17.39%
---------------------------
American  Income  Fund  I-E:     11.74%
---------------------------
Airfund  International:          43.41%
----------------------
Airfund  II  International:     13.11%
--------------------------

     C.     Beneficial  Interests  in a trust, relating to, inter alia, a Boeing
737-200A  aircraft  bearing  MSN 21721 pursuant to a Trust Agreement dated as of
December 30, 1991, as amended, by and among Wells Fargo Bank Northwest, National
Association,  as Owner Trustee and the following Assignors as Owner Participants
in  the  percentages  set  forth  below:

American  Income  Fund  I-C:     14.35%
---------------------------
American  Income  Fund  I-D:     17.39%
---------------------------
American  Income  Fund  I-E:     11.74%
---------------------------
Airfund  International:          43.41%
----------------------
Airfund  II  International:      13.11%
--------------------------

     D.     Beneficial  Interests  in  a  trust,  relating  to certain equipment
pursuant to a certain Trust Agreement dated as of December 13, 1989, as amended,
by  and  among  Wells  Fargo  Bank Northwest, National Association and Investors
Asset  Holding  Corp.,  as  Trustees  and  the  following  Assignors  as  Owner
Participants  in  the  percentages  set  forth  below:

American  Income  Partners  V-A:            14.93333%
-------------------------------
American  Income  Partners  V-B:            40.00000%
-------------------------------
American  Income  Partners  V-C:             4.00000%
-------------------------------
American  Income  Fund  I-A:                 7.73331%
---------------------------
Airfund  II  International:                 33.33336%
--------------------------

III.     LIMITED  PARTNERSHIP  INTERESTS  IN  THE  HOLDERS OF SEMELE GROUP, INC.
NOTES  AND  COMMON  STOCK:

     A.     Limited partnership interests in AFG Hato Arrow Limited Partnership,
a  Massachusetts  limited  partnership,  held  by the following Assignors in the
following  percentages:

American  Income  Fund  I-E:     67.00%
---------------------------

     B.     Limited partnership interests in AFG Dove Arrow Limited Partnership,
a  Massachusetts  limited  partnership,  held  by the following Assignors in the
following  percentages:

American  Income  Fund  I-C:     33.85%
---------------------------
American  Income  Fund  I-D:     66.15%
---------------------------

     C.     Limited  partnership interests in AIP/Larkfield Limited Partnership,
a  Massachusetts  limited  partnership,  held  by the following Assignors in the
following  percentages:

American  Income  Partners  V-A:     46.4646%
-------------------------------
American  Income  Partners  V-B:     53.5354%
-------------------------------

IV.     RIGHTS  IN  LITIGATION:

     A.     The  rights  of American Income Fund I-E as a plaintiff in an action
                            ------------------------
filed  in December 1998 against General Motors Corporation in the Superior Court
for  The  Commonwealth of Massachusetts relating to a Master Lease Agreement No.
9108MIG433  and  Rental  Schedules  B-4,  B-5,  B-8  and  B-14.

V.     ECHELON  NOTES  AND  PLEDGE  AGREEMENT:

     A.     The  rights  of  the following Assignors in certain promissory notes
dated  March  8,  2000,  as amended, made by Echelon Residential Holdings LLC in
favor  of the Assignors, as lenders, having principal amounts set forth opposite
each  Assignor's  name,  together  with  any  accrued  but  unpaid  interest:

American  Income  Partners  V-A:          $2,160,000
-------------------------------
American  Income  Partners  V-B:          $5,700,000
-------------------------------
American  Income  Partners  V-C:          $2,390,000
-------------------------------
American  Income  Partners  V-D:          $2,730,000
-------------------------------
American  Income  Fund  I-A:              $1,650,000
---------------------------
American  Income  Fund  I-B:              $1,310,000
---------------------------
American  Income  Fund  I-C:              $2,780,000
---------------------------
American  Income  Fund  I-D:              $3,050,000
---------------------------
American  Income  Fund  I-E:              $4,790,000
---------------------------
Airfund  International:                   $1,800,000
----------------------
Airfund  II  International:               $3,640,000
--------------------------

     B.     The  rights  of  the  foregoing  Assignors  in  that  certain Pledge
Agreement, dated March 8, 2000, by and among the Assignors and Holdings relating
to  the  pledge of all of the membership interests in Echelon Residential LLC by
Holdings  as  security  for  the  payment  of  the  Notes.

VI.     CONTRACT  RIGHTS,  RIGHTS  TO  PAYMENT:

     A.     All right, title and interest of American Income Partners V-A in and
                                             ----------------------------
to  that  certain  Purchase  and Sale Agreement dated as of April 1, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     B.     (1)     All  right,  title  and interest of American Income Partners
                                                        ------------------------
V-C in and to that certain Purchase and Sale Agreement dated as of April 1, 2002
  -
by  and  between  such  Assignor, as Seller, and Manufacturers' Leasing Services
Corp.,  as  Purchaser  relating  to  the  sale  of  certain  equipment.

          (2)     All  right,  title  and  interest  and  rights  to  payment of
American  Income  Partners  V-C  relating  to:  (a)  that certain Renewal Rental
       ------------------------
Schedule  No.  A-15RN3  dated  as  of  June  1,  2002  to Master Equipment Lease
Agreement  No. 8607TXG245 dated as of July 15, 1986 and (b) that certain Renewal
Rental  Schedule  No. A-16RN3 dated as of June 1, 2002 to Master Equipment Lease
Agreement  No.  8607TXG245  dated  as  of  July  15,  1986.

     C.     All right, title and interest of American Income Partners V-D in and
                                             ----------------------------
to  that  certain  Purchase  and Sale Agreement dated as of April 1, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     D.     All  right, title and interest of American Income Fund I-A in and to
                                              ------------------------
that  certain  Purchase  and  Sale  Agreement  dated  as of April l, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     E.     All  right, title and interest of American Income Fund I-B in and to
                                              ------------------------
that  certain  Purchase  and  Sale  Agreement  dated  as of April l, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     F.     All  right, title and interest of American Income Fund I-C in and to
                                              ------------------------
that  certain  Purchase  and  Sale  Agreement  dated  as of April 1, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     G.     All  right, title and interest of American Income Fund I-D in and to
                                              ------------------------
that  certain  Purchase  and  Sale  Agreement  dated  as of April 1, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.

     H.     All  right, title and interest of American Income Fund I-E in and to
                                              ------------------------
that  certain  Purchase  and  Sale  Agreement  dated  as of April 1, 2002 by and
between  such Assignor, as Seller, and Manufacturers' Leasing Services Corp., as
Purchaser  relating  to  the  sale  of  certain  equipment.