EXHIBIT 2.01 Form of Agreement and Plan of Merger to be entered into by and among Capital Source L.P., Capital Source II L.P.-A and America First Real Estate Investment Company, Inc. (the "Company"), incorporated herein by reference from Appendix A to...

                                       
                                 EXHIBIT 2.01

Form of Agreement and Plan of Merger to be entered into by and among Capital 
Source L.P., Capital Source II L.P.-A and America First Real Estate 
Investment Company, Inc. (the "Company"), incorporated herein by reference 
from Appendix A to the Prospectus/Consent Solicitation Statement.