AFG INVESTMENT TRUST A
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<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                    EXHIBIT 10.4

                                PROMISSORY NOTE

$4,419,500                                                          May 31, 1997

     For value received, Banyan Strategic Land Fund II, a Delaware corporation
(the "Maker"), having an address at 150 South Wacker Drive,, Suite 290, Chicago
Illinois 60606 promises to pay to the order of Equis Exchange LLC, a
Massachusetts Limited Liability Company (the "Payee"), having a place of
business at 98 North Washington Street, Boston, Massachusetts, 02114, the
principal sum of

           FOUR MILLION FOUR HUNDRED NINETEEN THOUSAND FIVE HUNDRED
                                    DOLLARS

($4,419,500) together with interest on the outstanding principal balance hereof
on or before April 30, 2000. Until the Stockholders Consent referred to in
clause a below has been obtained, interest shall accrue on the outstanding
principal balance hereof at a rate per annum equal to the rate at which
interest is earned by the Payee on the Payee's investment of the proceeds of the
funds loaned to the Payee hereunder. From and after the date on which the
Stockholders Consent is obatined, interest shall accrue on the outstanding
principal balance hereof at the rate of ten percent (10%) per annum and shall be
                                                          ---------
paid quarterly in arrears on the last business day of each calendar quarter and
at the maturity of this Note. Unpaid interest shall be compounded annually on
December 31 of each year.

     When and as Banyan or any of its subsidiaries shall receive any proceeds
from the sale or refinancing of all or part of that certain 274 acre property in
Los Angeles County, California known as the Rancho Malibu property (the "Rancho
Malibu Property"), prior to the maturity hereof, the Maker shall immediately
apply such funds, net of any identifiable costs directly associated with such
sale or refinancing, to the prepayment of this Note, to the extent of any
outstanding principal or interest hereunder.

     This Note may be prepaid in whole or in part without premium or penalty.

     This Note is being issued by the Maker to the Payee pursuant to the terms
of an Exchange Agreement dated as of April 30, 1997, by and among the Maker, the
Payee, AFG Hato Arrow Limited Partnership, AFG Dove Arrow Limited Partnership
and AIP/Larkfield Limited Partnership (the "Partnerships") and Equis Financial
Group Limited Partnership ("EFG") and is being assigned to EFG Financial Group
Limited Partnership, having the same address as the Payee, as agent for the
Partnerships and their respective assignees. Capitalized terms used herein and
not defined herein shall have the definitions set forth in the Exchange
Agreement.

     All amounts payable under this Note shall immediately become due and
payable in full at the option of the holder of this note ("Holder") without
notice or demand if any one or more of the following events shall occur:
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          a.   The Stockholders Consent as that term is defined in Section 4.10
               of the Exchange Agreement (the "Stockholders Consent") shall not
               have been obtained by October 31, 1997.

          b.   Additional outstanding indebtedness secured by the Rancho Malibu
               Property in excess of $2,500,000 shall be incurred by the Maker
               or any other person.

          c.   The Board of Directors of the Maker shall at any time fail to
               include at least two persons nominated by the Holder of this Note
               and the Maker shall fail to fill any such vacancy by causing the
               election of a person or persons nominated by the Holder to the
               Board of Directors within twenty (20) days after the Holder shall
               have given written notice to Maker of such failure and the name
               or names of the nominee or nominees.

          d.   Maker shall fail to make any payment hereunder when and as the
               same shall become due and payable, and such failure shall not be
               cured within ten (10) days after Holder shall have given written
               notice to Maker of such failure.

          e.   Maker shall admit in writing its inability to pay its debts as
               they mature or shall make an assignment for the benefit of
               creditors.

          f.   Maker shall apply for or consent to the appointment of a trustee
               or receiver for all or a major part of its property.

          g.   A trustee or receiver shall be appointed for Maker or for all or
               a major part of its property and such trustee or receiver shall
               not be discharged within sixty (60) days after such appointment.

          h.   Bankruptcy, reorganization, arrangement or insolvency proceedings
               or other proceedings for relief under any bankruptcy or similar
               law or laws for the relief of debtors shall be instituted by or
               against Maker and, if instituted against it, shall be consented
               to or shall not be dismissed within sixty (60) days after being
               instituted.

          i.   An order, judgment or decree declaring Maker to be bankrupt or
               insolvent shall be entered and shall not be vacated, set aside or
               stayed within sixty (60) days after the entry thereof.

     Maker hereby waives presentment, demand, notice, protest, dishonor and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of the obligations of Maker under this Note,
and the exercise of and enforcement of any rights hereunder by Holder, and
assents without notice to any extension or postponement of the time of payment,
to the addition or release of any party or person in any way liable hereunder,
and to the compromise or settlement of the liability

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of any such party or person hereunder, which may from time to time be agreed to
by Holder.

     All notices required or permitted hereunder shall be in writing and shall
be delivered in hand or by facsimile, overnight courier or certified or
registered mail, return receipt requested, postage prepaid, to the Maker or the
Payee, as the case may be, at its respective address set forth above, or such
other address or addresses as Maker or Holder may designate from time to time by
notice given in accordance with the foregoing.

     All of the provisions of this Note shall be binding upon and inure to the
benefit of Maker and Payee and their respective successors, assigns and legal
representatives. This Note shall be governed by and construed in accordance with
the laws of the State of Illinois without regard to conflict or choice of law
principles.

     IN WITNESS WHEREOF, Maker has executed and delivered this Note on the date
first above written.

                                             BANYAN STRATEGIC LAND FUND II

                                             By: /s/ Leonard G. Levine
                                                -------------------------------
                                                Leonard G. Levine, President

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