Lowell L. and Marilyn A. Robertson - Page 9




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                  such sale will be distributed to the owners in                      
                  accordance with their respective ownership                          
                  interests in the Equipment.  (See "Risk Factors                     
                  --Termination of the Trust.")                                       

                  In view of the fact that the quarterly payments of                  
             fixed rent equaled the quarterly installments under the                  
             Trust Note, any economic benefit to the unitholders from                 
             this transaction could arise from only two sources:                      
             Contingent Rents and the proceeds from the sale of the                   
             equipment after expiration of the 96-month master leases.                
             The Investment Memorandum states as follows:                             

                  Economic benefits to the Unitholders during the                     
                  term of the Leases will arise out of rents                          
                  payable under the Leases by Lessees, which rent                     
                  will consist of both fixed rent and certain                         
                  "Additional Rents" [i.e., contingent rents]                         
                  based on a percentage of revenues, if any from                      
                  the re-leasing of the Domestic Equipment by                         
                  Domestic Lessee and the re-leasing of the Foreign                   
                  Equipment by Foreign Lessee following the                           
                  expiration of the initial term of the Domestic                      
                  User Leases and the Foreign User Lease (the "User                   
                  Leases").  Fixed rents payable under the Leases                     
                  together with the investor's cash contributions                     
                  to the Trust will be sufficient to service the                      
                  installment obligations under the Trust Note.                       
                              *   *   *   *   *   *   *                               
                       Apart from Additional Rent, if any, which                      
                  the Trustee may receive (see "Acquisition and                       
                  Lease Terms"), the residual value of the                            
                  Equipment after the expiration of the [Master]                      
                  Leases is the sole source of funds to which a                       
                  Unitholder will have to look for a return of                        
                  his capital investment in the Trust.                                







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