Exhibit 2.16


                                    EXHIBIT C
                                    ---------
                                                                       Conformed
                                                                       ---------








                           LIQUIDATING TRUST AGREEMENT


                            Dated as of July 18, 2002

  Pursuant to the Revised Stipulation of Settlement dated as of January 29, 2002
   IN RE Rosenblum, et al. v. Equis Financial Group Limited Partnership, et al.,
         ----------------------------------------------------------------------
  Case No. 98-8030, as approved by Order of the United States District Court for
                        the Southern District of Florida



                                  by and among



                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP,

                             individually as Grantor



                                       and



                            WILMINGTON TRUST COMPANY,

                                 as the Trustee








_
__


<PAGE>
iv
B584558.1
                                TABLE OF CONTENTS
ARTICLE  I:  NAME  AND  DEFINITIONS     2
1.1     Name     2
1.2     Certain  Terms  Defined     2
ARTICLE  II:  NATURE  OF  TRANSFER     3
2.1     Purpose  of  Trust     3
2.2     Prohibited  Activities     4
2.3     No  Reversion  to  the  Partnerships     5
2.4     Payment  of  Liabilities     5
2.5     Bill  of  Sale,  Assignment,  Acceptance  and  Assumption  Agreement;
Instruments  of  Further  Assurance     5
2.6     Incidents  of  Ownership     5
2.7     Notice  to  Unlocated  Holders  of  Partnership  Units     5
ARTICLE  III:  BENEFICIARIES     5
3.1     Beneficial  Interests     5
3.2     Rights  of  Beneficiaries     6
3.3     No  Transfer  of  Interests  of  Beneficiaries     7
3.4     Trustee  as  Beneficiary     7
ARTICLE  IV:  DURATION  AND  TERMINATION  OF  TRUST     7
4.1     Duration     7
4.2     Other  Obligations  of  the  Trustee  upon  Termination     7
ARTICLE  V:  ADMINISTRATION  OF  TRUST  ASSETS     8
5.1     Sale  of  Trust  Assets     8
5.2     Transactions  with  Related  Persons     8
5.3     Payment  of  Claims,  Expenses  and  Liabilities     8
5.4     Interim  Distributions     8
5.5     Final  Distribution     8
5.6     Reports  to  Beneficiaries  and  Others     9
5.7     Federal  Income  Tax  Information     9
5.8     Employment  of  Manager     9
ARTICLE  VI:  POWERS  OF  AND  LIMITATIONS  ON  THE  TRUSTEES     9
6.1     Limitations  on  Trustee     9
6.2     Specific  Powers  of  the  Trustee     9
ARTICLE  VII:  CONCERNING  THE  TRUSTEES,  EMPLOYEES  AND  AGENTS     9
7.1     Generally     9
7.2     Reliance  by  Trustee     9
7.3     Limitation  on  Liability  to  Third  Persons     9
7.4     Recitals     9
7.5     Indemnification     9
7.6     Rights of Trustees, Employees, Independent Contractors and Agents to Own
Trust  Units  or  Other  Property  and  to  Engage  in  Other  Business     9
7.7     Contribution  Back     9
ARTICLE  VIII:  PROTECTION  OF  PERSONS  DEALING  WITH  THE  TRUSTEE     9
8.1     Action  by  Trustee     9
8.2     Reliance  on  Statements  by  the  Trustee     9
ARTICLE  IX:  COMPENSATION  OF  TRUSTEE     9
9.1     Amount  of  Compensation     9
9.2     Dates  of  Payment     9
9.3     Expenses     9
ARTICLE  X:  THE  TRUSTEE  AND  SUCCESSOR  TRUSTEE     9
10.1     Number  and  Qualification  of  Trustees     9
10.2     Resignation  and  Removal     9
10.3     Appointment  of  Successor     9
10.4     Acceptance  of  Appointment  by  Successor  Trustee     9
10.5     Bonds     9
ARTICLE  XI:  CONCERNING  THE  BENEFICIARIES     9
11.1     Evidence  of  Action  by  Beneficiaries     9
11.2     Limitation  on  Suits  by  Beneficiaries     9
11.3     Requirement  of  Undertaking     9
ARTICLE  XII:  MEETING  OF  BENEFICIARIES     9
12.1     Purpose  of  Meetings     9
12.2     Meeting  Called  by  Trustee     9
12.3     Meeting  Called  on  Request  of  Beneficiaries     9
12.4     Persons  Entitled  to  Vote  at  Meeting  of  Beneficiaries     9
12.5     Quorum     9
12.6     Adjournment  of  Meeting     9
12.7     Conduct  of  Meetings     9
12.8     Record  of  Meeting     9
ARTICLE  XIII:  AMENDMENTS     9
13.1     Consent  of  Beneficiaries     9
13.2     Notice  and  Effect  of  Amendment     9
13.3     Trustee's  Declining  to  Execute  Documents     9
ARTICLE  XIV:  MISCELLANEOUS  PROVISIONS     9
14.1     Filing  Documents     9
14.2     Intention  of  Parties  to  Establish  Trust     9
14.3     Beneficiaries  Have  No  Rights or Privileges as Holders of Partnership
Units     9
14.4     Laws  as  to  Construction     9
14.5     Severability     9
14.6     Notices     9
14.7     Counterparts.     9

<PAGE>
25
B584558.1

                           LIQUIDATING TRUST AGREEMENT


     This  LIQUIDATING  TRUST AGREEMENT (this "Agreement"), dated as of July 18,
2002  (the  "Effective  Date"),  by  and  among AIRFUND II INTERNATIONAL LIMITED
PARTNERSHIP (the "Partnership") and WILMINGTON TRUST COMPANY, a Delaware banking
corporation  as  Trustee  (the  "Trustee").

     WHEREAS,  the  Partnership  is  a  nominal  defendant,  with ten affiliated
limited  partnerships  (the  "Affiliated  Partnerships";  together  with  the
Partnership,  the  "Partnerships") in an action filed on January 15, 1998 in the
United  States District Court for the Southern District of Florida (the "Court")
entitled Leonard Rosenblum, et al. v. Equis Financial Group Limited Partnership,
         -----------------------------------------------------------------------
et  al.;  and
-------

     WHEREAS, AFG Aircraft Management Corporation, General Partner (the "General
Partner" and, together with the General Partners of the Affiliated Partnerships,
the  "General  Partners")  and  the  other  Defendants (as defined therein) have
agreed  with  the  Plaintiffs  in  such action to settle the claims made in such
action  pursuant  to the terms of that certain Revised Stipulation of Settlement
dated  as  of  January 29, 2002 (the "Settlement Agreement"), a copy of which is
attached  hereto  as  Exhibit  A;  and
                      ----------

     WHEREAS,  the terms of the settlement set forth in the Settlement Agreement
have  been  approved  by the Court, pursuant to a Final Judgment and Order dated
June  12,  2002  (the  "Order");  and

     WHEREAS,  the  terms  of  the Settlement Agreement provide that each of the
Partnerships  dissolve  and begin liquidating their assets on or before the date
that  is  thirty  (30) days following the date on which the Order becomes final,
binding  and  non-appealable;  and

     WHEREAS,  upon  dissolution, the General Partners (or their successors) (i)
shall  cause  the  cancellation  of  each  Partnership's  Certificate of Limited
Partnership, (ii) shall apply and distribute all cash and proceeds in accordance
with  the  provisions  set  forth  in  each  Partnership's  limited  partnership
agreement,  and,  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 Partnership (the "Cash Reserves"), which such reserves shall
be  maintained  in  a  separate  account for each of the Partnerships (the "Cash
Reserve  Accounts")  held  by  the  Trustee  in  the  respective  Partnership's
liquidating  trust  (as defined below) to be utilized to satisfy such contingent
liabilities with the residue distributed to the Beneficiaries as directed by the
General  Partner  of such Partnerships (or their successors) and (iii) liquidate
the  assets  of  the  Partnerships;  and

     WHEREAS,  pursuant  to  the  terms  of  the  Settlement Agreement, all cash
including  the  Cash  Reserves  and  all right, title and interest in and to all
other  assets  of each of the Partnerships that could not be sold for cash prior
to  the  dissolution of such Partnership (the "Retained Assets") shall be placed
in  a  separate  liquidating  trust,  each  identified  individually  by  each
Partnership's  name  as  a prefix to "Liquidating Trust," for the benefit of the
Beneficiaries  (as  hereinafter  defined),  with  an  independent,
nationally-recognized  financial  institution  as  its  trustee;  and

     WHEREAS,  the  General  Partner,  on  behalf  of the Partnership, wishes to
engage  the  Trustee  as  the  trustee  of  the AIRFUND II International Limited
Partnership  Liquidating  Trust  (referred to hereafter as the "Trust"), and the
Trustee  wishes to accept such engagement, each on the terms set forth in and in
accordance  with  this  Agreement;

     NOW, THEREFORE, for good and valuable consideration, the Partnership hereby
agrees  to  grant,  release, assign, convey and deliver unto the Trustee for the
benefit  of  the Beneficiaries (as hereinafter defined), all of the right, title
and  interest  of the Partnership in and to the Retained Assets for the uses and
purposes  stated  herein  on  the  Effective  Date,  subject  to  the  terms and
provisions  set out below, and the Trustee hereby agrees to accept such Retained
Assets  and  such  Trust,  subject  to  the  following  terms  and  provisions:

                                    ARTICLE I
                NAME AND DEFINITIONSARTICLE INAME AND DEFINITIONS

     1.1     Name1.1     Name.  This  Trust  shall  be  known  as the AIRFUND II
             ----
International  Limited  Partnership  Liquidating  Trust.

     1.2     Certain  Terms  Defined1.2     Certain  Terms  Defined.  For  all
             -----------------------
purposes  of  this  instrument,  unless  the  context  otherwise  requires:

     (a)     "AFFILIATED  PERSON"  shall mean a Person (i) who in his individual
capacity  is a director, trustee, officer, partner or employee of the Manager or
of  a  Person who controls, is controlled by or is under common control with the
Manager  or  (ii) who controls, is controlled by or is under common control with
the  Manager.

     (b)     "AGREEMENT" shall mean this instrument as originally executed or as
it  may  from  time  to  time  be  amended  pursuant  to  the  terms  hereof.

(c)     "BENEFICIAL  INTEREST" shall mean each Beneficiary's proportionate share
of  the  Trust  Assets  in  the  Trust  determined by the ratio of the number of
Partnership  Units  held  by the Initial Beneficiary on the close of business on
the  Record  Date  in the Partnership over the total number of Partnership Units
existing  on  such  Record  Date  in  the  Partnership  and  thereafter  each
Beneficiary's  proportional  beneficial  interest  in  the  Partnership's  Trust
represented  by  Trust  Units.

(d)     "BENEFICIARIES" shall mean the holders from time to time on or after the
Record  Date,  including  the  Initial  Beneficiaries  and  the  Subsequent
Beneficiaries.

(e)     "INITIAL  BENEFICIARIES"  shall mean the initial holders of Trust Units.

(f)     "LIQUIDATING  TRUST"  shall mean the liquidating trust maintained by the
Trustee  holding the Trust Assets of the Partnership, identified as the "AIRFUND
II International Limited Partnership Liquidating Trust"; also referred to herein
as  the  "Trust."

(g)     "MANAGER"  shall  mean such Person or Persons who have been employed by,
or  who  have  contracted  with,  the Trustee to assist in the management of the
Trust.

     (h)     "PARTNERSHIP UNITS" shall mean the limited partnership units in the
Partnership  held  by  each  of  the  Beneficiaries  as  of  the  Record  Date.

(i)     "PERSON"  shall  mean  an  individual,  a corporation, a partnership, an
association,  a  joint  stock  company,  a limited liability company, a trust, a
joint  venture,  any  unincorporated  organization, or a government or political
subdivision  thereof.

(j)     "RECORD  DATE"  shall  mean  the  date  selected  by  the  Grantors  for
determination  of  the  holders  of  Partnership  Units  entitled  to  become
Beneficiaries.

(k)     "SUBSEQUENT  BENEFICIARIES" shall mean Beneficiaries as reflected on the
books and records of the Trust from time to time after the Effective Date, other
than  the  Initial  Beneficiaries.

(l)     "TRUST"  shall  mean the Trust created by this Agreement; "TRUSTS" shall
mean  this  Trust  and the other Trusts established by similar Liquidating Trust
Agreements  of  even  date  herewith.

(m)     "TRUST ASSETS" shall mean all the property held from time to time by the
Trustee  under  this  Agreement,  which  initially shall consist of the Retained
Assets  of  the Partnership granted, assigned and conveyed to the Trustee by the
Partnership  pursuant  to  the Order, the Cash Reserves, and, in addition, shall
thereafter  include all proceeds and other receipts of, from, or attributable to
any  assets,  causes  of  actions  or  claims  held  by  the  Trust.

(n)     "TRUST  UNITS" shall mean those equal, undivided portions into which the
Beneficial Interests in the Partnership's Trust Assets are divided, as evidenced
on  the  books  and  records  of  the  Trust.

     (o)     "TRUSTEE"  shall mean the original Trustee under this Agreement and
its  successor(s),  if  any.

                                   ARTICLE II
                 NATURE OF TRANSFERARTICLE IINATURE OF TRANSFER

     2.1     Purpose  of  Trust2.1     Purpose  of  Trust.
             ------------------

     (a)     The  Settlement Agreement, which was approved by the Court pursuant
to  the  Order, permits the establishment of the Trust.  It is expected that the
Partnerships  shall  liquidate  and  dissolve  prior  to  fully winding up their
affairs,  including, but not limited to, the sale of their remaining assets, the
collection  of any receivables and the payment of any unsatisfied debts, claims,
liabilities,  commitments,  suits  and  other obligations, whether contingent or
fixed  or  otherwise  (the "Liabilities"), except for such Liabilities for which
the  Partnerships have previously reserved by the retention of the Cash Reserves
as described in the recitals hereto.  The Trust hereby is organized for the sole
purpose  of  winding up the affairs of the Partnership as promptly as reasonably
possible  and  with no objective to continue or engage in the conduct of a trade
or  business.

     (b)     The  Partnership's Cash Reserves and Retained Assets to be granted,
assigned  and  conveyed  to the Trustee as of the Effective Date will be held in
the  Trust, and the Trustee will:  (i) further liquidate the Partnership's Trust
Assets  as  it  deems  to be necessary to carry out the purpose of the Trust and
facilitate  distribution  of the Trust Assets; (ii) protect, conserve and manage
the  Partnership's  Trust  Assets  in  accordance  with the terms and conditions
hereof;  and  (iii) distribute the Partnership's Trust Assets in accordance with
the  terms  and  conditions  hereof.

     (c)     It  is intended that the granting, assignment and conveyance of the
Cash Reserves and the Retained Assets by the Partnership to the Trustee pursuant
hereto  shall  be  treated  for  federal and state income tax purposes as if the
Partnerships  made  such  distributions  directly  to the holders of Partnership
Units.  It  is  further  intended  that  for federal, state and local income tax
purposes  the  Trust  shall  be  treated  as  a liquidating trust under Treasury
Regulation  Section  301.7701-4(d) and any analogous provision of state or local
law,  and  the  Beneficiaries shall be treated as the owners of their respective
share  of  the  Trust  pursuant  to Sections 671 through 679 of the Code and any
analogous provision of state or local law and shall be taxed on their respective
share  of the Trust's taxable income (including both ordinary income and capital
gains)  pursuant to Section 671 of the Code and any analogous provision of state
or  local law.  The Trustee shall file all tax returns required to be filed with
any  governmental  agency  consistent  with  this  position,  including, but not
limited  to,  any  returns  required  of  grantor  trusts  pursuant  to  Section
1.671-4(a)  of  the  Income  Tax  Regulations.  The  Partnership agrees that the
Transfer  Agent  acting  on  its  behalf  may  prepare and file applicable K-1's
respecting  the  Beneficiaries'  Partnership  income.  To  the  extent  that the
Trustee becomes liable for the payment of taxes, including withholding taxes, in
respect  of  income  derived  from the investment of funds held hereunder or any
payment  made  hereunder  (collectively,  the "Taxes"), the Trustee may pay such
Taxes.  The  Trustee  may  withhold  from  any  payment of the Liquidating Trust
Assets  such amount as the Trustee estimates to be sufficient to provide for the
payment  of  such  Taxes  not  yet  paid,  and may use the sum withheld for that
purpose.  The  Trustee  shall  be  indemnified  and  held  harmless  against any
liability  for  Taxes  and  for any penalties or interest in respect of Taxes on
such  investment  income  or  payments  in  the  manner  provided  herein.

     2.2     Prohibited  Activities2.2     Prohibited  Activities.  Except  as
             ----------------------
provided herein and in a certain Escrow Agreement dated April 1, 2002, the Trust
shall  not  continue  or engage in the conduct of any trade or business, and the
Trustee  is  expressly prohibited from, and shall have no power or authority to,
continue  or  engage  in  the  conduct of any trade or business on behalf of the
Trust  or the Beneficiaries, and all of the terms and conditions hereof shall be
construed  accordingly.

     2.3     No  Reversion  to  the  Partnerships2.3     No  Reversion  to  the
             ------------------------------------
Partnerships.  In  no  event  shall any part of the Trust Assets revert to or be
distributed  to  the  Partnership.

     2.4     Payment  of  Liabilities2.4     Payment  of  Liabilities.  To  the
             ------------------------
extent  that  there  are  available  Trust Assets in the Trust, the Trust hereby
agrees  to  assume  all  Liabilities  of  the Partnership on the Effective Date.
Should  any  Liability  be  asserted  against the Trust as the transferee of the
Partnership's  Trust  Assets  or  as  a  result  of  the assumption made in this
paragraph,  the  Trustee  may use such part of the Partnership's Trust Assets as
may  be necessary in contesting any such Liability or in payment thereof.  In no
event  shall  the  Trustee, Beneficiaries or employees or agents of the Trust be
personally  liable,  nor  shall  resort  be  had to the private property of such
Persons  or  to  any  other  Partnership's  Trust  Assets,  in  the  event  the
Partnership's  Trust  Assets  are  not  sufficient  to  satisfy  the Liabilities
asserted  against or payable out of such Partnership's available Trust Assets in
the  Trust.

     2.5     Bill  of  Sale,  Assignment,  Acceptance  and Assumption Agreement;
             -------------------------------------------------------------------
Instruments of Further Assurance2.5     Bill of Sale, Assignment, Acceptance and
    ----------------------------
Assumption  Agreement; Instruments of Further Assurance.  On the Effective Date,
the  Partnerships  and  the  Trust  shall  execute  a  Bill of Sale, Assignment,
Acceptance and Assumption Agreement conveying the Retained Assets, Cash Reserves
and  Liabilities  to the Trust, a form of which is attached as Exhibit B hereto.
                                                               ------- -
After  the  dissolution of the Partnership, such Persons as shall have the right
and  power  to  so  act,  will, upon reasonable request of the Trustee, execute,
acknowledge,  and  deliver  such further instruments and do such further acts as
may  be  necessary  or  proper  to  carry  out  effectively the purposes of this
Agreement,  to confirm or effectuate the transfer to the Trustee of any property
intended  to be covered hereby, and to vest in the Trustee, their successors and
assigns,  the  estate,  powers,  instruments  or  funds  in  trust  hereunder.

     2.6     Incidents  of Ownership2.6     Incidents of Ownership.  The holders
             -----------------------
of Partnership Units as of the Record Date shall be the Initial Beneficiaries of
the  Trust as holders of Trust Units in the Partnership's Trust, and the Trustee
shall  retain  only  such  incidents  of  legal  ownership  as  are necessary to
undertake  the  actions  and  transactions  authorized  herein.

     2.7     Notice  to  Unlocated Holders of Partnership Units2.7     Notice to
             --------------------------------------------------
Unlocated  Holders  of  Partnership  Units.  If the Trust holds Trust Assets for
unlocated  holders  of  any Partnership Units, due notice shall be given to such
holders  of  Partnership  Units  in  accordance  with  Delaware  law.


                                   ARTICLE III
                    BENEFICIARIESARTICLE IIIBENEFICIARIES547

3.1     Beneficial  Interests3.1     Beneficial  Interests.
        ---------------------

     (a)     The Beneficial Interest of each Initial Beneficiary hereof shall be
determined  by  the  Partnership  in  accordance  with  a  certified copy of the
Partnership's  list  of  Partnership  Unit  holders  as  of the Record Date (the
"List").  The  Partnership  will  deliver  the certified copy of the List to the
Trustee within a reasonable time after the Record Date specifying the Beneficial
Interests  of  each  Initial  Beneficiary  in  such  Partnership.  For  ease  of
administration,  the  List shall express the Beneficial Interest of each Initial
Beneficiary  in terms of units and it is intended that each unit shall represent
one  Trust  Unit  in  the  Partnership's  Trust.

     (b)     In  the  case  of  the  Partnership  Unit  holders,  customary
institutional  book-entry  or  other  records or any other evidence of ownership
satisfactory  to  the Trustee will be deemed to evidence the Beneficial Interest
in  the  Trust  of  each  such  Beneficiary.

     (c)     If  any  conflicting  claims  or  demands are made or asserted with
respect  to  the  ownership  of  any  Trust  Units,  or  if  there should be any
disagreement  between  the  transferees,  assignees,  heirs,  representatives or
legatees  succeeding to all or part of the interest of any Beneficiary resulting
in  adverse  claims  or  demands being made in connection with such Trust Units,
then,  in  any  of  such  events,  the  Trustee  shall  be entitled, at its sole
election,  to  refuse to comply with any such conflicting claims or demands.  In
so  refusing,  the  Trustee  may  elect  to make no payment or distribution with
respect  to  such  Trust  Units, or to make such payment to a court of competent
jurisdiction  or  an  escrow  agent, and in so doing the Trustee shall not be or
become liable to any of such parties for their failure or refusal to comply with
any  of  such conflicting claims or demands, nor shall the Trustee be liable for
interest  on  any funds which it may so withhold.  The Trustee shall be entitled
to  refrain  and  refuse  to  act  until  either  (i)  the rights of the adverse
claimants  have  been  adjudicated  by  a final judgment of a court of competent
jurisdiction, (ii) all differences have been adjusted by valid written agreement
between  all  of such parties, and the Trustee shall have been furnished with an
executed  counterpart  of  such  agreement,  or  (iii) there is furnished to the
Trustee a surety bond or other security satisfactory to the Trustee, as it shall
deem  appropriate,  to  fully  indemnify it as between all conflicting claims or
demands.

     3.2     Rights  of  Beneficiaries3.2     Rights  of  Beneficiaries.  Each
             -------------------------
Beneficiary shall be entitled to participate in the rights and benefits due to a
Beneficiary  hereunder  according  to his Beneficial Interest.  Each Beneficiary
shall  take  and  hold  the same subject to all the terms and provisions of this
Agreement.  The  interest  of the Beneficiary hereby is declared and shall be in
all  respects personal property and upon the death of an individual Beneficiary,
his  Beneficial  Interest  shall  pass  as  personal  property  to  his  legal
representative  and  such death shall in no way terminate or affect the validity
of this Agreement, provided that the Trustee shall not be required to evidence a
book entry transfer of a deceased Beneficiary's Beneficial Interest to his legal
representative  until  the  Trustee  shall have received Letters Testamentary or
Letters  of  Administration  and  written  notice  of  the death of the deceased
Beneficiary.  A  Beneficiary  shall  have  no title to, right to, possession of,
management  of,  or  control of, the Partnership's Trust Assets except as herein
expressly  provided.  No  widower, widow, heir, or devisee of any person who may
be a Beneficiary shall have any right of dower, homestead, or inheritance, or of
partition,  or  of  any  other  right,  statutory  or otherwise, in any property
forming  a  part  of Trust Assets but the whole title to the Partnership's Trust
Assets  shall  be  vested in the Trustee and the sole interest of the applicable
Beneficiaries  shall be the rights and benefits given to such Persons under this
Agreement.

     3.3     No  Transfer  of  Interests  of Beneficiaries3.3     No Transfer of
             ---------------------------------------------
Interests of Beneficiaries.  The Beneficial Interest of a Beneficiary may not be
transferred  by  any  Beneficiary  in  person  or  by a duly authorized agent or
attorney, or by the properly appointed legal representatives of the Beneficiary,
nor  may  a  Beneficiary  have  authority  or  power  to sell, assign, transfer,
encumber,  or  in any other manner dispose of his Beneficial Interest; provided,
however,  that  the  Beneficial  Interest shall be assignable or transferable by
will,  intestate succession, or operation of law and, further provided, that the
executor  or  administrator of the estate of a Beneficiary may mortgage, pledge,
grant  a security interest in, hypothecate or otherwise encumber, the Beneficial
Interest  held by the estate of such Beneficiary if necessary in order to borrow
money  to  pay  estate,  succession  or  inheritance  taxes  or  the expenses of
administering  the  estate  of  the Beneficiary, upon written notice to and upon
written  consent  of  the  Trustee.

     Except as may be otherwise required by law, the Beneficial Interests of the
Beneficiaries  hereunder  shall  not  be  subject  to  attachment,  execution,
sequestration  or  any  order of a court, nor shall such interests be subject to
the  contracts,  debts,  obligations,  engagements  or  liabilities  of  any
Beneficiary,  but  the interest of a Beneficiary shall be paid by the Trustee to
the  Beneficiary  free and clear of all assignments, attachments, anticipations,
levies,  executions, decrees and sequestrations and shall become the property of
the  Beneficiary  only  when  actually  received  by  such  Beneficiary.

     3.4     Trustee as Beneficiary3.4     Trustee as Beneficiary.  The Trustee,
             ----------------------
either  individually  or  in  a  representative  or fiduciary capacity, may be a
Beneficiary  to  the same extent as if it were not a Trustee hereunder and shall
have  all  the rights of a Beneficiary, including, without limitation, the right
to  vote  and  to receive distributions, to the same extent as if it was not the
Trustee  hereunder.


                                   ARTICLE IV
  DURATION AND TERMINATION OF TRUSTARTICLE IV DURATION AND TERMINATION OF TRUST

     4.1     Duration4.1     Duration.  The  existence  of  this  Trust  shall
             --------
terminate upon the earliest of (i) a termination required by the applicable laws
of  the  State  of Delaware, (ii) the termination due to the distribution of all
Trust  Assets  as provided in Section 5.5, or (iii) December 31, 2003; provided,
however,  that  the Trustee, in its discretion, may extend the existence of this
Trust to such later date as it may designate, if it determines that an extension
is  reasonably  necessary  to  pay or make provision for then known liabilities,
actual  or  contingent.

     4.2     Other  Obligations  of  the  Trustee  upon Termination4.2     Other
             ------------------------------------------------------
Obligations of the Trustee upon Termination.  Upon distribution of all the Trust
Assets,  the  Trustee  shall  provide  for the retention of all necessary books,
records,  lists  of  holders of Trust Units in the Trust, certificates and files
that  shall have been delivered to or created by the Trustee for a period of ten
(10)  years  thereafter,  at  the  Trustee's discretion, all of such records and
documents  may  be destroyed.  Except as otherwise specifically provided herein,
upon  the  distribution of all Trust Assets in the Trust, the Trustee shall have
no  further  duties  or  obligations  hereunder.


                                    ARTICLE V
     ADMINISTRATION OF TRUST ASSETSARTICLE V ADMINISTRATION OF TRUST ASSETS

     5.1     Sale  of  Trust Assets5.1     Sale of Trust Assets.  The Trustee is
             ----------------------
hereby  authorized  and  directed,  at such times as it may deem appropriate, to
transfer, assign, or otherwise dispose of all or any part of the Trust Assets in
the Trust as it deems appropriate at public auction or at private sale for cash,
securities or other property, or upon credit (either secured or unsecured as the
Trustee  shall  determine).

     5.2     Transactions  with Related Persons5.2     Transactions with Related
             ----------------------------------
Persons.  Notwithstanding  any  other provisions of  this Agreement, the Trustee
shall  not  knowingly, directly or indirectly, sell or otherwise transfer all or
any  part  of  any  Trust  Assets  to, or contract with, (i) itself or any other
Trustee  or  an employee or agent (acting in its or their individual capacities)
of  this  Trust,  or  (ii) any Person of which any Trustee, employee or agent of
this  Trust  is  an  affiliate  by reason of being a trustee, director, officer,
partner  or direct or indirect beneficial owner of 5% or more of the outstanding
capital  stock,  shares  or  other  equity  interest  of  such  Persons.

     5.3     Payment  of  Claims,  Expenses  and  Liabilities5.3     Payment  of
             ------------------------------------------------
Claims,  Expenses  and  Liabilities.  Provided  the  Trustee has been advised in
writing  respecting such claims, expenses, charges, liabilities and obligations.
The  Trustee  shall pay from the Trust Assets in the Trust all claims, expenses,
charges,  liabilities,  and obligations of the Trust Assets in the Trust and all
Liabilities relating to the Trust Assets held in the Trust and obligations which
the  Trustee  specifically  assumes and agrees to pay pursuant to this Agreement
and  such  transferee  liabilities  which the Trustee may be obligated to pay as
transferees of the Trust Assets in the Trust, including among the foregoing, and
without  limiting  the  generality of the foregoing, interest, penalties, taxes,
assessments, and public charges of every kind and nature and the costs, charges,
and expenses connected with or growing out of the execution or administration of
this  Trust  and  such  other payments and disbursements as are provided in this
Agreement  or  which  may be  determined to be a proper charge against the Trust
Assets  in  the  Trust  by  the  Trustee.

     5.4     Interim  Distributions5.4     Interim Distributions.  At such times
             ----------------------
as may be determined by it in its sole discretion, the Trustee shall distribute,
or cause to be distributed, to the Beneficiaries, in proportion to the number of
Trust  Units  held by each Beneficiary relating to the Trust, such cash or other
property  comprising  a  portion of the Trust Assets in the Trust as the Trustee
may in its sole discretion determine may be distributed without detriment to the
conservation  and  protection  of  the  Trust  Assets  in  the  Trust.

     5.5     Final  Distribution5.5     Final  Distribution.  If  the  Trustee
             -------------------
determines  that  the  Liabilities  and  all  other  claims,  expenses, charges,
liabilities and obligations of the Trust have been paid or discharged, or if the
existence  of  the  Trust  shall terminate pursuant to Section 4.1, the Trustees
shall, as expeditiously as is consistent with the conservation and protection of
the  Trust Assets, distribute the Trust Assets in the Trust to the Beneficiaries
in proportion to the number of Trust Units held by each Beneficiary in the Trust
based  on  the  list  submitted  to  the  Trustee by the Partnership pursuant to
Section  3.1  above, as such list may be amended.  The Trustee shall hold in the
Trust and thereafter make disposition of all liquidating distributions and other
payments  due  any  Beneficiaries  who have not been located, in accordance with
Delaware  law,  subject to applicable state laws regarding escheat and abandoned
property.  It  is  understood that the Trustee and the Beneficiary's bank in any
funds  transfer  may rely solely upon any account numbers or similar identifying
number  provided by the parties hereto to identify (i) the Beneficiary, (ii) the
Beneficiary's  bank,  or (iii) and intermediary bank.  The Trustee may apply any
of the Trust Assets for any payment order it executes using any such identifying
number,  even  where  its  use may result in a person other than the Beneficiary
being  paid,  or  the  transfer  of funds to a bank other than the Beneficiary's
bank,  or  an  intermediary  bank  designated.

     5.6     Reports to Beneficiaries and Others5.6     Reports to Beneficiaries
             -----------------------------------
and  Others.  As  soon  as practicable after the end of each taxable year of the
Trust  and  after  termination  of the Trust, the Trustee shall submit a written
report  and  account to the Beneficiaries showing (i) the assets and liabilities
of  the  Trust  at  the  end  of  such  taxable year or upon termination and the
receipts  and  disbursements  of  the  Trustee  for such taxable year or period,
certified by an independent certified public accountant, (ii) any changes in the
Trust Assets in the Trust which they have not previously reported, and (iii) any
action  taken  by  the  Trustee  in  the  performance  of  its duties under this
Agreement  which  it  has  not  previously  reported  and which, in its opinion,
materially affects the Trust Assets.  The Trustee may submit similar reports for
such  interim periods during the taxable year as it deems advisable or as may be
required  by  the  Securities  and Exchange Commission.  The taxable year of the
Trust  shall  end  on  December  31  of  each  year  unless the Trustee deems it
advisable  to establish some other date as the date on which the taxable year of
the  Trust  shall  end.

     5.7     Federal  Income  Tax  Information5.7     Federal  Income  Tax
             ---------------------------------
Information.  As  soon  as practicable after the close of each taxable year, the
Trustee  shall  direct  the  Transfer  Agent  to  mail  to each Person who was a
Beneficiary  at the close of the year, a statement showing on a Trust Unit basis
in  the Trust the dates and amounts of all distributions made by the Trustee, if
any,  income  earned on assets held by the Trust, if any, such other information
as  is  reasonably  available to the Trustee which the Trustee determines may be
helpful  in  determining the amount of gross income and expenses attributable to
the  Trust  that such Beneficiary should include in such Person's federal income
tax  return  for the preceding year and any other information as may be required
to  be  furnished  under  the tax laws.  In addition, after receipt of a written
request  in good faith, or in its discretion without such request or if required
by  applicable  law,  the  Transfer  Agent  (or if it cannot, the Trustee) shall
furnish  to  any  Person  who  has  been  a  Beneficiary  at any time during the
preceding  year a statement containing such further information as is reasonably
available to the Transfer Agent or Trustee, respectively, which shall be helpful
in  determining the amount of taxable income which such Person should include in
such  Person's  federal  income  tax  return.

     5.8     Employment  of  Manager5.8     Employment  of  Manager.
             -----------------------

     (a)     The  Trustee  shall  be responsible for the general policies of the
Trust  and  for the general supervision of the activities of the Trust conducted
by  all  agents,  employees,  advisors  or  managers of the Trust.  However, the
Trustee is not and shall not be required personally to conduct the activities of
the  Trust, and consistent with its ultimate responsibility as stated above, the
Trustee  shall  have the power to appoint, employ or contract with any Person or
Persons  (including  any corporation, partnership, or trust in which one or more
of  them  may be directors, officers, shareholders, partners or trustees) as the
Trustee  may  deem  necessary or proper for the transaction of the activities of
the  Trust,  including,  but  not  limited  to,  Equis  Financial  Group and its
affiliates.  The  Trustee  may  therefore employ or contract with such Person or
Persons  (herein  referred  to  as the "Manager") and may grant or delegate such
authority  to  the  Manager  as  the  Trustee  may  in  its sole discretion deem
necessary  or  desirable to carry out the purpose of the Trust without regard to
whether  such  authority  is  normally  granted  or  delegated  by  trustees.

     The Trustee shall have the power to determine the terms and compensation of
the  Manager  or  any  other  Person  whom they may employ or with whom they may
contract.  The  Trustee may exercise broad discretion in allowing the Manager to
administer  and  regulate  the  operations of the Trust, to act as agent for the
Trust,  to  execute  documents  on  behalf of the Trustee, and to make executive
decisions  which  conform  to general policies and general principles previously
established  by  the  Trustee.

     (b)     The  Manager  or  other Persons shall not be required to administer
the  Trust  as  its  sole  and  exclusive  function  and may have other business
interests  and  may  engage  in other activities similar or in addition to those
relating to the Trust, including the rendering of advice or services of any kind
to  investors  or  any  other  Persons  and the management of other investments.

                                   ARTICLE VI
POWERS OF AND LIMITATIONS ON THE TRUSTEESARTICLE VI POWERS OF AND LIMITATIONS ON
                                  THE TRUSTEES

     6.1     Limitations  on  Trustee6.1     Limitations  on Trustee.  Except as
             ------------------------
contemplated  by this Agreement, the Trustee shall not at any time, on behalf of
the  Trust  or Beneficiaries, enter into or engage in any trade or business, and
no  part  of  any  Trust  Assets  shall be used or disposed of by the Trustee in
furtherance of any trade or business.  Except as the Trustee reasonably believes
is  consistent  with and in furtherance of its obligations under this Agreement,
the Trustee shall be restricted to the holding, collection and sale of the Trust
Assets  and  the  payment and distribution thereof for the purposes set forth in
this  Agreement  and  to the conservation and protection of the Trust Assets and
the  administration thereof in accordance with the provisions of this Agreement.
In  no  event  shall  the  Trustee  receive any property, make any distribution,
satisfy  or discharge any claims, expenses, charges, liabilities and obligations
or  otherwise  take any action which is inconsistent with a complete liquidation
of  the Partnerships within the meaning of the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, and rulings, decisions and
determinations  of  the  Internal  Revenue  Service  and  courts  of  competent
jurisdiction,  or take any action which would jeopardize the status of the Trust
as  a  "liquidating trust" for federal income tax purposes within the meaning of
Treasury  Regulation  Section  301.7701-4(d).  This  limitation  shall  apply
regardless of whether the conduct of any such trade or business is deemed by the
Trustee  to  be  necessary  or proper for the conservation and protection of the
Trust  Assets.  The  Trustee  shall  not  invest  any  of the cash held as Trust
Assets,  except  that  the  Trustee  may invest in (i) direct obligations of the
United States of America or obligations of any agency or instrumentality thereof
which  mature not later than one year from the date of acquisition thereof; (ii)
money  market  deposit  accounts,  checking  accounts,  savings  accounts,  or
certificates  of  deposit,  commercial  paper rated not less than A1P1, or other
time  deposit  accounts  which  mature  not later than one year from the date of
acquisition  thereof  which  are  issued by a commercial bank, brokerage firm or
savings  institution organized under the laws of the United States of America or
any state thereof including, the Wilmington Fund, an AAA rated money market fund
managed  by  Rodney  Square,  and  an  affiliate  of the Trustee; or (iii) other
temporary  investments not inconsistent with the Trust's status as a liquidating
trust  for  tax  purposes (collectively, "Permitted Investments").  It is hereby
acknowledged  that  the Trustee shall not be required to maximize the investment
return  on the Trust Assets during the term of this Liquidating Trust Agreement.
The Trustee shall be and hereby is relieved of all liability with respect to the
purchasing,  holding  or selling of Permitted Investments in accordance with the
terms  hereof.  The Trustee is not responsible for any losses to the Trust which
may  occur,  including,  without  limitation,  by  reason of bank failure or the
amount  of the Trust exceeding the Federal Deposit Insurance Corporation limits.

     6.2     Specific  Powers  of  the  Trustee6.2     Specific  Powers  of  the
             ----------------------------------
Trustee.  Subject  to  the provisions of Section 6.1, the Trustee shall have the
following  specific  powers in addition to any powers conferred upon them by any
other  Section or provision of this Agreement or any statutory laws of the State
of  Delaware;  provided,  however,  that the enumeration of the following powers
shall  not be considered in any way to limit or control the power of the Trustee
to  act  as  specifically  authorized  by any other Section or provision of this
Agreement  and  to  act  in  such  a manner as the Trustee may deem necessary or
appropriate  to  conserve  and  protect  any  Trust  Assets  or to confer on the
Beneficiaries the benefits intended to be conferred upon them by this Agreement:

     (a)     To  determine  the  nature  and  amount  of the consideration to be
received  with  respect  to  the  sale  or other disposition of, or the grant of
interests  in,  any  Trust  Assets.

     (b)     To collect, liquidate or otherwise convert into cash, or such other
property  as they deem appropriate, all property, assets and rights in any Trust
Assets,  and  to pay, discharge and satisfy all other claims, expenses, charges,
Liabilities,  and  obligations  existing  with  respect to any Trust Assets, the
Trust  or  the  Trustee.

     (c)     To  elect, appoint, engage, retain or employ any Persons as agents,
representatives,  employees,  or  independent  contractors  (including  without
limitation  real  estate  advisors,  investment  advisors, accountants, transfer
agents,  custodians,  attorneys-at-law,  managers,  appraisers,  brokers,  or
otherwise)  in  one  or  more capacities, and to pay compensation from the Trust
Assets  for  services  in  as  many capacities as such Person may be so elected,
appointed,  engaged,  retained  or employed, to prescribe the titles, powers and
duties,  terms  of  service  and  other  terms  and  conditions of the election,
appointment,  engagement, retention or employment of such Persons and, except as
prohibited  by  law,  to delegate any of the powers and duties of the Trustee to
any  one  or  more  Trustees,  agents,  representatives,  employers, independent
contractors  or  other  Persons.

     (d)     To  retain and set aside such funds out of the Trust as the Trustee
shall  deem  necessary  or  expedient  to pay, or provide for the payment of (i)
unpaid  claims,  expenses, charges, liabilities, and obligations of the Trust or
the  Partnerships,  except  to  the  extent  that  liabilities  for  which  the
Partnership  has previously reserved Cash Reserves are satisfied with funds from
said  Cash Reserves; (ii) contingencies; and (iii) the expenses of administering
the  Trust  Assets.

(e)     To  do  and  perform  any  and all acts necessary or appropriate for the
conservation  and  protection  of  the  Trust  Assets,  including acts or things
necessary  or  appropriate  to maintain Trust Assets held by the Trustee pending
sale  or other disposition thereof or distribution thereof to the Beneficiaries.

(f)     To  hold  legal title to property of the Trust in the name of the Trust,
or in the name of the Trustee, or of any other Person, without disclosure of the
interest  of  the  Trust  therein.

(g)     To  cause  any  investments  of  any  part  of  the  Trust  Assets to be
registered  and  held  in  the  name of any one or more of their names or in the
names  of  a  nominee or nominees without increase or decrease of liability with
respect  thereto.

(h)     To institute or defend actions or declaratory judgments or other actions
and to take such other action, in the name of the Trust or the Partnership or as
otherwise  required,  as  the Trustee may deem necessary or desirable to enforce
any  instruments,  contracts,  agreements,  causes  of  action, claims or rights
relating  to  or  forming  a  part  of  the  Trust  Assets.

(i)     To  determine conclusively from time to time the value of and to revalue
the  securities  and other property of the Trust, in accordance with independent
appraisals  or  other  information  as  they  deem  necessary  or  appropriate.

(j)     To  cancel,  terminate, or amend any instruments, contracts, agreements,
obligations  or  causes  of  action  relating  to or forming a part of any Trust
Assets,  and  to  execute new instruments, contracts, agreements, obligations or
causes  of  action  notwithstanding  that  the  terms  of  any such instruments,
contracts,  agreements,  obligations  or  causes of action may extend beyond the
terms  of this Trust, provided that no such new instrument, contract, agreement,
obligation or cause of action shall permit the Trustee to engage in any activity
prohibited  by  Section  6.1.

(k)     To  vote  by  proxy or otherwise on behalf of the Beneficiaries and with
full  power  of  substitution all shares of stock and all securities held by the
Trustee  hereunder and to exercise every power, election, discretion, option and
subscription right and give every notice, make every demand, and to do every act
or thing in respect to any shares of stock or any securities held by the Trustee
which  the  Trustee  might or could do if they were the absolute owners thereof.

(l)     To  undertake  or  join  in  any  merger,  plan  of  reorganization,
consolidation,  liquidation,  dissolution,  readjustment or other transaction of
any  corporation, any of whose shares of stock or other securities, obligations,
or  properties  may  at  any  time constitute a part of any Trust Assets, and to
accept  the  substituted  shares  of  stock,  bonds, securities, obligations and
properties  and  to  hold  the  same  in trust in accordance with the provisions
hereof.

(m)     In  connection with the sale or other disposition or distribution of any
securities  held by the Trustee, to comply with the applicable federal and state
securities  laws,  and  to  enter  into  agreements  relating  to  sale or other
disposition  or  distribution  thereof.

(n)     To  authorize  transactions between corporations or other entities whose
securities,  or other interests therein (either in the nature of debt or equity)
are  held  by  the  Trustee  as  part  of  any  Trust  Assets.

(o)     To  terminate  and  dissolve  any  entities  owned  by  the  Trust.

(p)     To  have a judicial settlement of their account of the Trust at any time
to  the  extent  they  determine  necessary  or  advisable.

(q)     To  perform  any  act  authorized,  permitted,  or  required  under  any
instrument,  contract,  agreement, right, obligation or cause of action relating
to  or  forming a part of any Trust Assets whether in the nature of an approval,
consent, demand or notice thereunder or otherwise, unless such act would require
the  consent  of  the Beneficiaries in accordance with the express provisions of
this  Agreement.

                                   ARTICLE VII
                            CONCERNING THE TRUSTEES,
      BENEFICIARIES, EMPLOYEES AND AGENTSARTICLE VII CONCERNING THE TRUSTEES,
                              EMPLOYEES AND AGENTS

     7.1     Generally7.1     Generally.  The  Trustee accepts and undertakes to
             ---------
discharge  the  Trust  created  by this Agreement, upon the terms and conditions
thereof  on behalf of the Beneficiaries.  The Trustee shall exercise such of the
rights  and  powers  vested  in it by this Agreement, and use the same degree of
care  and skill in its exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.  No provision of this Agreement
shall  be  construed  to  relieve the Trustee from liability for its own willful
misconduct,  knowingly  and  intentionally  committed in bad faith, except that:

     (a)     No  successor  Trustee shall be in any way responsible for the acts
or  omissions  of  the  Trustee  in  office  prior to the date on which he or it
becomes  a  Trustee.

(b)     The  Trustee  shall not be liable for the performance of such duties and
obligations  as  are specifically set forth in this Agreement except for its bad
faith  or  willful  misconduct, and no implied covenants or obligations shall be
read  into  this  Agreement  against  the  Trustee.

(c)     The Trustee may conclusively rely, as to the truth of the statements and
the  correctness  of  the  opinions  expressed therein, upon any certificates or
opinions  furnished  to  the  Trustee and conforming to the requirements of this
Agreement.

     (d)     The  Trustee  shall not be liable for any act which the Trustee may
do  or omit to do hereunder, or for any mistake of fact or law, or for any error
of  judgment,  or  for  the misconduct of any employee, agent, representative or
attorney  appointed  by it, or for anything that it may do or refrain from doing
in  connection with this Liquidating Trust Agreement while acting in good faith;
unless  caused by or arising from gross negligence, willful misconduct, fraud or
any  other  breach  of  fiduciary  duty  of the Trustee or any of its employees,
agents,  representatives  or  attorneys.
     (e)     The  duties  and obligations of the Trustee shall be limited to and
determined  solely by the express provisions of this Liquidating Trust Agreement
and  no  implied duties or obligations shall be read into this Liquidating Trust
Agreement against the Trustee.  The Trustee is not bound by and is under no duty
to  inquire  into  the  terms  or validity of any other agreements or documents,
including,  but not limited to the Settlement Agreement and any agreements which
may  be  related  to, referred to in or deposited with the Trustee in connection
with  this  Liquidating  Trust  Agreement.

     7.2     Reliance  by  Trustee7.2     Reliance  by  Trustee.  Except  as
             ---------------------
otherwise  provided  in  Section  7.1:

     (a)     The  Trustee  may  rely  and  shall be protected in acting upon any
resolution,  certificate,  statement,  instrument,  opinion,  report,  notice,
request, consent, order, or other paper or document believed by it to be genuine
and  to  have  been  signed  or  presented  by  the  proper  party  or  parties.

     (b)     The  Trustee  may  consult  with  legal  counsel, auditors or other
experts  to  be selected by it, including firms with which the Trustee may be an
affiliate,  and  the advice or opinion of such counsel, accountants, auditors or
other  experts  shall  be  full  and  complete  protection  to  the Trustee, the
employees  and  the  agents  of  the  Trustee  in respect of any action taken or
omitted  or  suffered by them in good faith and in reliance on, or in accordance
with,  such  advice  or  opinion.

     (c)     Persons  dealing  with  the  Trustee  shall  look only to the Trust
Assets in the Trust to satisfy any liability relating to the Trust Assets in the
Trust  incurred  by the Trustee to such Person in carrying out the terms of this
Trust,  and  the Trustee shall have no obligation to satisfy any such liability.
If  for  any  purposes  hereunder such liability is properly allocated to two or
more  Partnerships  or  Trusts,  then such liability shall be satisfied from the
Trust  Assets  of  the relevant Trust as directed by the General Partners of the
predecessor  Partnerships  in  a manner consistent with the allocation practices
prior  to  the  Partnerships'  liquidations.

     (d)     As  far as practicable and except as expressly permitted above, the
Trustee  shall  cause any written instrument creating an obligation of the Trust
to  include  a  reference  to  this  Agreement  and  to provide that neither the
Beneficiaries,  the Trustee nor their agents shall be liable thereunder and that
the  other parties to such instrument shall look solely to the Trust Assets held
in the Trust for the payment of any claim thereunder or the performance thereof;
provided,  however, that the omission of such provision from any such instrument
shall  not  render  the  Beneficiaries,  the Trustee, or their agents liable nor
shall  the  Trustee  be  liable  to  anyone  for  such  omission.

     7.3     Limitation  on  Liability  to  Third  Persons7.3     Limitation  on
             ---------------------------------------------
Liability  to  Third  Persons.  No  Beneficiary shall be subject to any personal
liability  whatsoever,  in  tort,  contract  or  otherwise,  to  any  Person  in
connection  with  the Trust Assets or the affairs of this Trust; and neither the
Trustee nor any employee or agent of this Trust shall be subject to any personal
liability  whatsoever,  in  tort,  contract  or  otherwise,  to  any  Person  in
connection  with  any Trust Assets or the affairs of this Trust, except for such
Person's  own  willful  misconduct, knowingly and intentionally committed in bad
faith;  and all such other Persons shall look solely to any Trust Assets held in
such  Person's  Trust  for  satisfaction  of  claims  of  any  nature arising in
connection  with  the  affairs  of this Trust.  The Trustee shall, at all times,
maintain  insurance  for  the protection of all Trust Assets, its Beneficiaries,
the  Trustee  and  its  employees and agents in such amount as the Trustee shall
deem  adequate  to  cover  all  foreseeable liability to the extent available at
reasonable  rates.

     7.4     Recitals7.4     Recitals.  Any  written  instrument  creating  an
             --------
obligation  of  this  Trust shall be conclusively taken to have been executed or
done by the Trustee, or the employee or agent of this Trust only in its capacity
as  Trustee  under this Agreement or in his capacity as employee or agent of the
Trust.

     7.5     Indemnification7.5     Indemnification.  Each  of  the  Trustee and
             ---------------
each of its employees and agents (each an "Indemnified Person" and collectively,
the  "Indemnified Persons") shall be indemnified out of all Trust Assets against
all  liabilities  and  expenses,  including  amounts  paid  in  satisfaction  of
judgments,  in compromise or as fines and penalties, and all costs and expenses,
including, but not limited to, reasonable counsel fees and disbursements paid or
incurred  in  investigating or defending against any such claim, demand, action,
suit  or proceeding by the Indemnified Persons in connection with the defense or
disposition  of  any  action, suit or other proceeding by the Trust or any other
Person,  whether  civil  or  criminal,  in  which  the Indemnified Person may be
involved  or with which the Indemnified Person may be threatened while in office
or  thereafter,  by  reason  of  its or his being or having been such a Trustee,
employee  or  agent; provided, however, that the Indemnified Person shall not be
entitled  to  such  indemnification  in  respect  of  any matter as to which the
Indemnified  Person  shall  have  been adjudicated to have acted in bad faith or
with  willful  misfeasance  or in reckless disregard of the Indemnified Person's
duties.  The  rights  accruing  to any Indemnified Person under these provisions
shall  not  exclude  any  other  right  to  which  the Indemnified Person may be
lawfully  entitled.  The  Trustee  may  make advance payments in connection with
indemnification  under  this Section, provided that the Indemnified Person shall
have given a written undertaking to repay any amount advanced to the Indemnified
Person  and to reimburse the Trust in the event it is subsequently determined in
a  final  adjudication  by  a  court  of  law that the Indemnified Person is not
entitled to such indemnification.  The Trustee may purchase such insurance as it
believes,  in  the  exercise  of  its  discretion,  adequately insures that each
Indemnified  Person  shall  be  indemnified  against any such loss, liability or
damage  pursuant to this Section.  The rights accruing to any Indemnified Person
by  reason  of  the  foregoing shall not be deemed to exclude any other right to
which  he  may  legally  be  entitled  nor  shall anything else contained herein
restrict  the  right  of  the Trustee to indemnify or reimburse such Indemnified
Person  in any proper case even though not specifically provided for herein, nor
shall  anything  contained  herein  restrict  the  right of any such Indemnified
Person  to  contribution  under  applicable law.  As security for the timely and
full  payment  and  satisfaction of all of the present and future obligations of
the  parties  to  the Trustee under this Agreement, including without limitation
the indemnity obligations hereunder, whether joint or several, the Trust (and by
accepting  distributions  hereunder,  each  Beneficiary)  hereby  grants  to the
Trustee  a  continuing  security  interest  in  and  to any and all of the Trust
Assets, whether now existing or hereafter acquired or created, together with the
products and proceeds thereof, all payments and other distributions with respect
thereto, and any and all investments, renewals, substitutions, modifications and
extensions  of  any and all of the foregoing.  The Trustee shall have all of the
rights  and  remedies  of a secured party under the Uniform Commercial Code.  In
addition,  in  the  event  the  Trustee has not received any payment, indemnity,
reimbursement or other amount due it under this Agreement, then, notwithstanding
any other term or provision of this Agreement, the Trustee may in its discretion
set  off  and  apply  any  of the Trust Assets as is required to pay and satisfy
those  obligations.  Promptly  after the receipt by the Trustee of notice of any
demand  or  claim  or  the  commencement  of any action, suit or proceeding, the
Trustee  shall,  if  a claim in respect thereof is to be made against any of the
other  parties  hereto,  notify  such  other parties thereof in writing; but the
failure  by the Trustee to give such notice shall not relieve any party from any
liability  which  such party may have to the Trustee hereunder.  Notwithstanding
any obligation to make payments and deliveries hereunder, the Trustee may retain
and hold for such time as it reasonably deems necessary such amount of the Trust
Assets  as  it  shall  from  time to time in its sole discretion reasonably deem
sufficient  to indemnify itself for any such loss or expense and for any amounts
due  it  hereunder.  Except  as required by law or as expressly provided herein,
the  Trustee  shall  be  under  no  duty  to  institute any suit, or to take any
remedial  procedures  under  this  Liquidating  Trust Agreement, or to enter any
appearance  or  in  any  way defend any suit in which it may be made a defendant
hereunder  until  it shall be indemnified as provided above, except as expressly
set  forth  herein.

     7.6     Rights  of  Trustees, Employees, Independent Contractors and Agents
             -------------------------------------------------------------------
to  Own  Trust  Units  or  Other  Property  and  to  Engage in Other Business7.6
 ----------------------------------------------------------------------------
Rights  of  Trustees, Employees, Independent Contractors and Agents to Own Trust
 ---
Units or Other Property and to Engage in Other Business.  Any Trustee, employee,
independent contractor or agent may own, hold and dispose of Trust Units for its
or his individual account, and may exercise all rights thereof and thereunder to
the  same  extent  and in the same manner as if he were not a Trustee, employee,
independent  contractor or agent.  Any Trustee, employee, independent contractor
or  agent  may,  in  his personal capacity or in a capacity of trustee, officer,
director,  shareholder,  partner,  member,  advisor,  employee  of any Person or
otherwise,  have  business  interests  and holdings similar to or in addition to
those relating to the Trust.  Subject to the provisions of Article V hereof, any
Trustee,  employee,  independent  contractor  or  agent  of  the  Trust may be a
trustee,  officer,  director, shareholder, partner, member, advisor, employee or
independent  contractor  of, or otherwise have a direct or indirect interest in,
any Person who may be engaged to render advice or services to the Trust, and may
receive  compensation  from  such  Person  as  well  as compensation as Trustee,
employee, independent contractor or agent or otherwise hereunder so long as such
interest  is  disclosed  to  the  Trustee.  None  of  these activities in and of
themselves  shall  be  deemed  to conflict with his duties as Trustee, employee,
independent  contractor  or  agent.

     7.7     Contribution  Back7.7     Contribution  Back.     In  the event any
             ------------------
amount  of  Trust  Assets  released  to  a  party  under  this Liquidating Trust
Agreement  is  invalidated,  declared  to  be fraudulent or preferential or must
otherwise  be  restored  or  returned  by  the  Trustee  in  connection with the
insolvency,  bankruptcy  or reorganization of such party, whether by order of or
settlement  before  any  court or other authority or otherwise, such party shall
contribute  back  to the Trustee an amount such that such party will be affected
by  that  invalidation, declaration, restoration or return ratably in proportion
to the distributions it received under this Agreement, together with any related
assignment,  release  or other instrument or document the Trustee may request to
restore  the  status  quo  ante.

                                  ARTICLE VIII
PROTECTION OF PERSONS DEALING WITH THE TRUSTEEARTICLE VIII PROTECTION OF PERSONS
                            DEALING WITH THE TRUSTEE

     8.1     Action by Trustee8.1     Action by Trustee.  All action required or
             -----------------
permitted to be taken by the Trustee, in its capacity as Trustee, shall be taken
by  a  written  vote,  resolution,  or  other writing signed by the Trustee then
serving.

     8.2     Reliance on Statements by the Trustee8.2     Reliance on Statements
             -------------------------------------
by the Trustee.  Any Person dealing with the Trustee shall be fully protected in
relying  upon the Trustee's certificate or instrument signed by the Trustee that
it  has  authority  to  take  any  action  under  this  Trust.

                                   ARTICLE IX
            COMPENSATION OF TRUSTEEARTICLE IXCOMPENSATION OF TRUSTEE

     9.1     Amount  of  Compensation9.1     Amount  of  Compensation.  The
             ------------------------
compensation  of Wilmington Trust Company in its capacity as the initial Trustee
shall  be  in  accordance  with the terms specified on Schedule A hereto or upon
                                                       -------- -
such  other  terms  and  conditions as may be agreed upon by the Trustee and the
Beneficiaries  holding  Trust  Units  representing  at  least  a majority of the
aggregate  Beneficial  Interests  in  all  of  the  Liquidating  Trust Accounts.
Schedule A shall apply only to the initial Trustee and, in the event a successor
      -- -
to  the  initial  Trustee  shall serve, such schedule shall be deleted from this
Agreement  and  neither  such  deletion  nor  the  substitution of a counterpart
schedule  applicable  to  the successor Trustee shall constitute an amendment of
this  Agreement

     9.2     Dates of Payment9.2     Dates of Payment.  The compensation payable
             ----------------
to  the Trustee pursuant to the provisions of Section 9.1 shall be in accordance
with  Schedule A or, if Schedule A is no longer in force, at such other times as
      -------- -        -------- -
the  Trustee  may  determine.

     9.3     Expenses9.3     Expenses.  The Trustee shall be reimbursed from the
             --------
Trust  Assets  for  all expenses reasonably incurred by it in the performance of
its  duties  in  accordance  with  this  Agreement  including  the  reasonable
compensation  and  out-of-pocket expenses of attorneys, accountants, appraisers,
consultants and other persons retained by the Trustee or the Manager pursuant to
the  terms  of  this  Agreement.

                                    ARTICLE X
  THE TRUSTEE AND SUCCESSOR TRUSTEEARTICLE X THE TRUSTEE AND SUCCESSOR TRUSTEE

     10.1     Number  and  Qualification  of  Trustees10.1     Number  and
              ----------------------------------------
Qualification  of  Trustees.  Subject to the provisions of Section 10.3 relating
to the period pending the appointment of a successor Trustee, there shall be one
Trustee of this Trust, which shall be a citizen and resident of or a corporation
which  is  incorporated under the laws of a state of the United States and, if a
corporation,  it  shall  be authorized to act as a corporate fiduciary under the
laws  of  the  State  of  Delaware.  The  number of Trustees may be increased or
decreased  from  time  to  time  by  the Trustee.  There shall at all times be a
Trustee  hereunder  which  shall  be a bank or trust company organized and doing
business  under  the  laws  of  the United States, or of any State of the United
States,  which  at  the  time  of  its  appointment shall have total capital and
surplus  of  at  least  $50,000,000  and  shall be authorized under such laws to
exercise  corporate trust powers and be subject to supervision or examination by
federal  or  state  authority

     If any corporate Trustee shall ever change its name, or shall reorganize or
reincorporate, or shall merge with or into or consolidate with any other bank or
trust  company, such corporate Trustee shall be deemed to be a continuing entity
and  shall  continue  to  act  as a Trustee hereunder with the same liabilities,
duties, powers, titles, discretions and privileges as are herein specified for a
Trustee.

     10.2     Resignation  and  Removal10.2     Resignation  and  Removal.  Any
              ------------------------
Trustee  may  resign  and  be discharged from the Trust hereby created by giving
written notice thereof to any remaining Trustee or Trustees or by giving written
notice  to the Beneficiaries holding Trust Units representing an aggregate of at
least  a  majority  of  the total Beneficial Interests in all of the Liquidating
Trust Accounts.  Such resignation shall become effective on the day specified in
such  notice  or  upon  the  appointment  of  such  Trustee's successor and such
successor's  acceptance  of such appointment, whichever is earlier.  Any Trustee
may  be  removed  at any time, with or without cause, by Beneficiaries having an
aggregate  Beneficial  Interest  of  at least a majority of the total Beneficial
Interests  in  the  Trust.  All obligations of the Trustee hereunder shall cease
and  terminate  on  the  effective  date  of  its  resignation  and  its  sole
responsibility  thereafter  shall  be  to  hold the Trust Assets for a period of
thirty  (30) calendar days following the effective date of resignation, at which
time,  if  a  successor Trustee shall have been appointed and have accepted such
appointment  in  a  writing  to both the Beneficiaries, then upon written notice
thereof given by a representative of the Beneficiaries to the resigning Trustee,
the  resigning  Trustee shall deliver the Trust Assets to the successor Trustee.
If  a  successor  Trustee shall not have been appointed within a thirty (30) day
period  from  the  predecessor Trustee's resignation, for any reason whatsoever,
the  resigning  Trustee  shall  deliver the Trust Assets to a court of competent
jurisdiction  in  the  county in which the Trust Assets are there being held and
give  written  notice  of  the  same  to  the  parties  hereto.
     The  resigning  Trustee  shall  be  entitled  to payment of any unpaid fees
(which  shall  be  pro-rated  as  of  the effective date of the resignation) and
expenses  and to reimbursement by the Beneficiaries for any expenses incurred in
connection  with  the transfer of the Trust Assets pursuant to and in accordance
with  the  provisions  of  this  section.

     10.3     Appointment of Successor10.3     Appointment of Successor.  Should
              ------------------------
at  any time a Trustee resign or be removed, die, become mentally incompetent or
incapable  of  action  (as  determined  by the Beneficiaries holding Trust Units
representing  an  aggregate  of  at  least  a  majority  of the total Beneficial
Interests  in  the  Trust),  or  be  adjudged  bankrupt or insolvent, unless any
remaining  Trustees  shall decrease the number of Trustees of the Trust pursuant
to Section 10.1 hereof, a vacancy shall be deemed to exist and a successor shall
be  appointed by any remaining Trustees.  If such a vacancy is not filled by any
remaining  Trustees  within ninety (90) days, the remaining Trustees must notify
the Beneficiaries of their inability to fill such vacancy, and the Beneficiaries
may,  pursuant  to  Article  XII  hereof,  call a meeting to appoint a successor
Trustee  by  Beneficiaries  holding  Trust Units representing an aggregate of at
least  a  majority  of the total Beneficial Interests in the Trust.  Pending the
appointment  of  a  successor  Trustee,  the  remaining Trustee or Trustees then
serving  may  take  any  action  in  the  manner  set  forth  in  Section  8.1.

     10.4     Acceptance  of Appointment by Successor Trustee10.4     Acceptance
              -----------------------------------------------
of  Appointment by Successor Trustee.  Any successor Trustee appointed hereunder
shall  execute  an  instrument  accepting  such  appointment hereunder and shall
deliver  one counterpart thereof to each of the other Trustees and, in case of a
resignation,  to  the retiring Trustee.  Thereupon such successor Trustee shall,
without any further act, become vested with all the estates, properties, rights,
powers,  trusts and duties of his or its predecessor in the Trust hereunder with
like  effect  as  if  originally  named  therein; but the retiring Trustee shall
nevertheless,  when  requested  in  writing  by the  successor Trustee or by the
remaining  Trustees,  execute and deliver an instrument or instruments conveying
and  transferring to such successor Trustee upon the trust herein expressed, all
the estates, properties, rights, powers and trusts of such retiring Trustee, and
shall  duly  assign, transfer and deliver to such successor Trustee all property
and  money  held  by  him  hereunder.

     10.5     Bonds10.5     Bonds.  No  bond  shall  be required of the original
              -----
Trustee  hereunder,  and  no  bond  shall  be  required of any successor Trustee
hereunder.  If  a bond is required by law, no surety or security with respect to
such  bond  shall  be  required  unless  required  by  law.

                                   ARTICLE XI
       CONCERNING THE BENEFICIARIESARTICLE XICONCERNING THE BENEFICIARIES

     11.1     Evidence  of Action by Beneficiaries11.1     Evidence of Action by
              ------------------------------------
Beneficiaries.  Whenever in this Agreement it is provided that the Beneficiaries
may  take  any action (including the making of any demand or request, the giving
of  any notice, consent, or waiver, the removal of a Trustee, the appointment of
a  successor  Trustee,  or the taking of any other action), the fact that at the
time  of  taking  any  such action such Beneficiaries have joined therein may be
evidenced  (i)  by  any instrument or any number of instruments of similar tenor
executed  by  Beneficiaries  in  person  or  by  agent  or attorney appointed in
writing,  or  (ii) by the record of the Beneficiaries voting in favor thereof at
any  meeting  of  Beneficiaries  duly  called  and  held  in accordance with the
provisions  of  Article  XII.

     11.2     Limitation  on  Suits by Beneficiaries11.2     Limitation on Suits
              --------------------------------------
by  Beneficiaries.  No  Beneficiary  shall  have  any  right  by  virtue  of any
provision  of  this Agreement to institute any action or proceeding at law or in
equity  against  any party other than the Trustees upon or under or with respect
to  any  Trust Assets or the agreements relating to or forming part of any Trust
Assets,  and  the  Beneficiaries  do  hereby  waive  any  such  right.

     11.3     Requirement  of  Undertaking11.3     Requirement  of  Undertaking.
              ----------------------------
The  Trustee  may  request  any  court  to  require,  and  any  court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Agreement,  or  in  any  suit  against the Trustee for any action taken or
omitted  by  it  as Trustee, the filing by any party litigant in such suit of an
undertaking  to pay the costs of such suit, and such court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant  in  such  suit,  having due regard to the merits and good faith of the
claims  or  defenses  made  by  such party litigant; provided, however, that the
provisions  of  this  Section  shall  not  apply  to  any  suit  by the Trustee.

                                   ARTICLE XII
           MEETING OF BENEFICIARIESARTICLE XIIMEETING OF BENEFICIARIES

     12.1     Purpose of Meetings12.1     Purpose of Meetings.  A meeting of the
              -------------------
Beneficiaries  may  be  called at any time and from time to time pursuant to the
provisions of this Article for the purposes of taking any action which the terms
of  this  Agreement permit a Beneficiary having a specified aggregate Beneficial
Interest  to  take  either  acting  alone  or  with  the  Trustees.

     12.2     Meeting  Called by Trustee12.2     Meeting Called by Trustee.  The
              --------------------------
Trustee  may  at any time call a meeting of the Beneficiaries of the Trust to be
held  at  such time and at such place within the State of Delaware (or elsewhere
if  so determined by a majority of the Trustees) as the Trustee shall determine.
Written  notice  of  every  meeting  of  the Beneficiaries shall be given by the
Trustee  (except  as  provided  in  Section 12.3), which written notice will set
forth  the  time  and  place  of  such  meeting  and in general terms the action
proposed  to  be  taken at such meeting, and shall be mailed not more than sixty
(60) nor less than ten (10) days before such meeting is to be held to all of the
Beneficiaries  of  record  not more than sixty (60) days before the date of such
meeting.  The  notice shall be directed to the Beneficiaries at their respective
addresses  as  they  appear  in  the  records  of  the  Trust.

     12.3     Meeting  Called on Request of Beneficiaries12.3     Meeting Called
              -------------------------------------------
on  Request  of Beneficiaries.  Within thirty (30) days after written request to
the  Trustee  by  Beneficiaries  holding  Trust  Units  representing  at least a
majority of the aggregate Beneficial Interests in the Trust to call a meeting of
all  of  the  Beneficiaries of the Trust, which written request shall specify in
reasonable  detail  the  action  proposed to be taken, the Trustee shall proceed
under the provisions of Section 12.2 to call a meeting of the Beneficiaries, and
if  the  Trustee  fails  to call such meeting within such thirty (30) day period
then  such  meeting  may  be  called  by  Beneficiaries  holding  Trust  Units
representing  at  least  a majority of the aggregate Beneficial Interests in the
Trust.

     12.4     Persons  Entitled  to  Vote  at  Meeting  of  Beneficiaries12.4
              ----------------------------------------------------------
Persons Entitled to Vote at Meeting of Beneficiaries.  Each Beneficiary shall be
entitled to vote at a meeting of the Beneficiaries of the Trust either in person
or  by his proxy duly authorized in writing.  The vote of each Beneficiary shall
be  weighted  based  on  the  number  of  Trust  Units in the Trust held by each
Beneficiary  determined  pursuant  to the list described in Section 3.1, as such
list  is  amended  hereby.  The  signature  of  the  Beneficiary on such written
authorization  need  not  be  witnessed  or  notarized.

     12.5     Quorum12.5     Quorum.  At  any  meeting  of  Beneficiaries  of  a
              ------
Liquidating  Trust  Account,  the  presence of Beneficiaries holding Trust Units
representing  at  least  a majority of the aggregate Beneficial Interests in the
Trust  sufficient to take action on any matter for the transaction of which such
meeting was called shall be necessary to constitute a quorum; but if less than a
quorum  be  present, Beneficiaries having aggregate Beneficial Interests of more
than  50%  of  the  total Beneficial Interests in the Trust of all Beneficiaries
represented at the meeting may adjourn such meeting with the same effect and for
all  intents  and  purposes  as  though  a  quorum  had  been  present.

     12.6     Adjournment of Meeting12.6     Adjournment of Meeting.  Subject to
              ----------------------
Section  12.5 hereof, any meeting of Beneficiaries of the Trust may be adjourned
from  time  to  time  and a meeting may be held at such adjourned time and place
without  further  notice.

     12.7     Conduct  of  Meetings12.7     Conduct  of  Meetings.  The  Trustee
              ---------------------
shall  appoint the Chairman and the Secretary of the meeting.  The vote upon any
resolution submitted to any meeting of Beneficiaries shall be by written ballot.
An Inspector of Votes, appointed by the Chairman of the meeting, shall count all
votes  cast at the meeting for or against any resolution and shall make and file
with  the  Secretary  of  the  meeting  their  verified  written  report.

     12.8     Record  of  Meeting12.8     Record  of  Meeting.  A  record of the
              -------------------
proceedings  of  each meeting of Beneficiaries of the Trust shall be prepared by
the  Secretary  of  the meeting.  The record shall be signed and verified by the
Secretary  of  the meeting and shall be delivered to the Trustee to be preserved
by  it.  Any  record  so signed and verified shall be conclusive evidence of all
the  matters  therein  stated.

                                  ARTICLE XIII
                       AMENDMENTSARTICLE XIIIAMENDMENTS01

     13.1     Consent of Beneficiaries13.1     Consent of Beneficiaries.  At the
              ------------------------
direction  or with the consent of Beneficiaries holding Trust Units representing
at  least a majority of the aggregate Beneficial Interests in the Trust, or such
greater  percentage as shall be specified in this Agreement for the taking of an
action  by the Beneficiaries under the affected provision of this Agreement, the
Trustee  shall  promptly  make and execute a declaration amending this Agreement
for the purpose of adding any material provisions to or changing in any material
manner  or  eliminating  any  of  the  material  provisions of this Agreement or
amendments  thereto  as they apply to the Trust; provided, however, that no such
amendment  shall  permit  the  Trustee  to  engage in any activity prohibited by
Section 6.1 hereof or affect the Beneficiaries' rights to receive their pro rata
shares  of  the  Trust Assets in the Trust at the time of distribution; provided
further,  however,  that  no consent of the Beneficiaries shall be required with
respect  to  any  amendment  made  solely  for  the  purpose of facilitating the
transferability  by  Beneficiaries  of  Trust Units or to comply with applicable
laws,  including  tax  laws,  so long as such amendment has been approved by the
Trustee.

     13.2     Notice  and  Effect  of  Amendment13.2     Notice  and  Effect  of
              ----------------------------------
Amendment.  Promptly  after the execution by the Trustee of any such declaration
of  amendment,  the Trustee shall give notice of the substance of such amendment
to  the  Beneficiaries  of the Trust or, in lieu thereof, the Trustee may send a
copy  of  the  amendment  to  each  Beneficiary.  Upon the execution of any such
declaration  of  amendment  by the Trustee, this Agreement shall be deemed to be
modified  and  amended  in  accordance  therewith  and  the  respective  rights,
limitations  of  rights,  obligations, duties, and immunities of the Trustee and
the  Beneficiaries  under  this  Agreement  with  respect  to  the  Trust  shall
thereafter  be  determined,  exercised  and  enforced  hereunder  subject in all
respects  to  such modification and amendments, and all the terms and conditions
of  any  such  amendment  shall  be  thereby  deemed to be part of the terms and
conditions  of  this  Agreement  for  any  and  all  purposes.

13.3     Trustee's Declining to Execute Documents13.3     Trustee's Declining to
         ----------------------------------------
     Execute  Documents.  If,  in  the  reasonable  opinion  of the Trustee, any
document  required  to  be executed pursuant to the terms of Section 13.2 hereof
adversely  affects  any right, obligation, immunity or indemnity in favor of the
Trustee  under  this  Agreement,  the  Trustee  may in its discretion decline to
execute  such  document.

                                   ARTICLE XIV
           MISCELLANEOUS PROVISIONSARTICLE XIVMISCELLANEOUS PROVISIONS

     14.1     Filing  Documents14.1     Filing  Documents.  This Agreement shall
              -----------------
be  filed  or recorded in such office or offices as the Trustee may determine to
be  necessary or desirable.  A copy of this Agreement and all amendments thereof
shall  be  maintained in the office of the Trustee and shall be available at all
times  during  regular  business  hours for inspection by any Beneficiary or his
duly  authorized representative.  The Trustee shall file or record any amendment
of  this  Agreement  in the same places where the original Agreement is filed or
recorded.  The  Trustee shall file or record any instrument which relates to any
change  in  the  office  of  the  Trustee  in the same places where the original
Agreement  is  filed  or  recorded.

     14.2     Intention  of  Parties  to  Establish  Trust14.2     Intention  of
              --------------------------------------------
Parties  to Establish Trust.  This Agreement is not intended to create and shall
not be interpreted as creating a corporation, association, partnership, or joint
venture  of  any  kind  for purposes of federal income taxation or for any other
purpose.

     14.3     Beneficiaries  Have  No  Rights  or  Privileges  as  Holders  of
              ----------------------------------------------------------------
Partnership  Units14.3     Beneficiaries Have No Rights or Privileges as Holders
         ---------
of  Partnership  Units.  Except as expressly provided in this Agreement or under
applicable  law,  the  Beneficiaries  shall  have  no  rights  or  privileges
attributable  to  their  former  status  as  holders  of  Partnership  Units.

     14.4     Laws  as  to  Construction14.4     Laws  as  to Construction.  The
              --------------------------
Trustee, and the Beneficiaries (by their acceptance of any distributions made to
them  pursuant to this Agreement), consent and agree that this Liquidating Trust
Agreement  shall  be governed by, and construed in accordance with, the internal
laws of the State of Delaware, without reference to the choice of law principles
thereof.  Each  of  the  parties  hereto  irrevocably  submits  to the exclusive
jurisdiction  of  the  courts  of  the  state  of New York and the United States
District  Court  for any District within such state for the purpose of any suit,
action,  proceeding  or  judgment relating to or arising out of this Liquidating
Trust Agreement and the transactions contemplated hereby.  Service of process in
connection  with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of  notices  under this Liquidating Trust Agreement.  Each of the parties hereto
irrevocably  consents  to  the  jurisdiction of any such court in any such suit,
action  or  proceeding  and  to  the  laying of venue in such court.  Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action  or  proceeding  brought  in such courts and irrevocably waives any claim
that  any  such  suit,  action  or proceeding brought in any such court has been
brought  in  an  inconvenient  forum.  Each  of the parties hereto agrees that a
final  judgment  in  any  action  or  proceeding  shall be conclusive and may be
enforced  in  other jurisdictions by suit on the judgment or in any other manner
provided  by  law.  All  parties  waive  the  right  to a jury trial of all such
disputes,  claims  and  demands.
     14.5     Severability14.5     Severability.  In  the event any provision of
              ------------
this  Agreement  or the application thereof to any Person or circumstances shall
be  finally  determined  by  a  court  of  proper  jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each provision
of this Agreement shall be valid and enforced to the fullest extent permitted by
law.

     14.6     Notices14.6     Notices.  Any notice or other communication by the
              -------
Trustee  to any Beneficiary shall be deemed to have been sufficiently given, for
all  purposes,  if  deposited,  postage  prepaid, in a post office or letter box
addressed  to  such  Person at his address as shown in the records of the Trust.

     All  notices  and  other  communications  hereunder shall be in writing and
shall  be  deemed  to  have  been  duly given if delivered personally or sent by
cable,  telegram, telecopier or telex to the Trustee at the following address or
at  such  other  addresses  as  shall  be  specified  by  the  Trustee:

     If  to  the  Trustee:

     Wilmington  Trust  Company
Rodney  Square  North
1100  North  Market  Street
Wilmington,  DE  19890
Attention:  Corporate  Trust  Administration
     Facsimile:  (212)  415-0513

     with  a  copy  to:

     Putney,  Twombly,  Hall  &  Hirson  LLP
521  Fifth  Avenue
New  York,  New  York  10175
Attention:  William  M.  Pollak,  Esq.
     Facsimile:  (212)  682-9380

     14.7     Counterparts.14.7     Counterparts.  This  Agreement  may  be
              ------------
executed  in any number of counterparts, each of which shall be an original, but
such  counterparts  shall  together  constitute but one and the same instrument.





     [Remainder of page intentionally left blank.  Signature page follows.]

<PAGE>

B584558.1
Wilmington  Trust\EquisLiquidatingTrustAgmt
     IN  WITNESS WHEREOF, the General Partner of the Partnership has caused this
Agreement to be executed by an authorized officer, and the Trustee hereunder has
executed this Agreement, as Trustee and not as an individual, as of the 18th day
of  July  2002.


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


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



TRUSTEE:
WILMINGTON  TRUST  COMPANY


By:      /s/  James  J.  McGinley
    -----------------------------
     James  J.  McGinley,  Vice  President


<PAGE>
B584558.1
Wilmington  Trust\EquisLiquidatingTrustAgmt
                                                                      SCHEDULE A
                                                                      ----------


                            WILMINGTON TRUST COMPANY

                                SCHEDULE OF FEES
                                    to act as
            TRUSTEE, REGISTRAR, TRANSFER AGENT AND DISTRIBUTION AGENT
                                LIQUIDATING TRUST


<PAGE>
                                                                       EXHIBIT A
                                                                       ---------


                              SETTLEMENT AGREEMENT

<PAGE>
                                                                          ------
                                                                       EXHIBIT B
                                                                       ---------


                  FORM OF BILL OF SALE, ASSIGNMENT, ACCEPTANCE
                            AND ASSUMPTION AGREEMENT

                                                                       EXHIBIT B

EXHIBIT B


          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>

     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.




<PAGE>
                                    EXHIBIT D
                                    ---------


                           CERTIFICATE OF CANCELLATION
                                       OF
                               LIMITED PARTNERSHIP

                                       OF

                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP


     The  undersigned,  AIRFUND  II  International  Limited  Partnership  (the
"Partnership"),  hereby  certifies  for purposes of Section 10 of M.G.L. Chapter
109,  as  follows:

1.     The  name  of  the  Partnership  is  AIRFUND  II  International  Limited
Partnership.

2.     The  date  of  filing  of  its certificate (the "Certificate") of limited
partnership  was  July  20,  1989.

3.     The  reason  for  filing  the  certificate  of  cancellation  is that the
Partnership  has  dissolved  pursuant  to  the  terms of its limited partnership
agreement and will not be henceforth pursuing the activities contemplated in its
Certificate.

4.     The effective date of cancellation shall be on the date of filing of this
certificate.


     IN WITNESS WHEREOF, the undersigned has executed this instrument under seal
as  of  this  _____  day  of  August  2002.

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


By:  ________________________________
Name:
Title: