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Plan of Liquidation and Dissolution

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Date:
2002
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                       PLAN OF LIQUIDATION AND DISSOLUTION

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

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

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

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

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

     WHEREAS,  the  Settlement  Stipulation  and  Order  contemplate  that  upon
dissolution,  the  General  Partners  shall  (i)  cancel  each  Partnership's
Certificate  of  Limited  Partnership;  (ii)  apply  and distribute all cash and
proceeds in accordance with the provisions set forth in their respective limited
partnership  agreements  and  further  distributions  noted  below;  (iii) after
allocating  reasonable  estimates  of  cash amounts to be used for contingent or
existing  liabilities,  liquidate each Partnership's assets; (iv) place all cash
other than the cash reserves referred to in (ii) above and any assets that could
not be sold for cash prior to dissolution in a liquidating trust for the benefit
of  the  unitholders  of  each  of  the  Partnerships (the "Unitholders") with a
nationally recognized financial institution as its trustee (each, a "Liquidating
Trust");  (v) distribute all of the net cash proceeds from the sale of assets of
each  Liquidating  Trust and cash, less reserves for any contingent liabilities,
to  the beneficiaries of each Liquidating Trust no later than December 31, 2003;
and  (vi)  undertake  certain other transactions, all as more fully described in
the  Settlement  Stipulation  and  the  Order;  and

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

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

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

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

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

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

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

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

6.     Without  limiting  the  foregoing,  the  Partnerships  shall  enter into,
execute  and  deliver  to the Trustee a Bill of Sale, Assignment, Acceptance and
Assumption  Agreement,  a  form of which is attached hereto as Exhibit E, which,
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