SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)


(Name of Issuer) 		 American Community Properties Trust
(Title of Class of Securities)	 CL A
I (CUSIP Number)		 02520N106
..,
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)


                        Paul J. Isaac
			75 Prospect Avenue
			Larchmont, New York  10538
			(914) 834-3925


(Date of Event which Requires Filing of this Statement)

                         November 13, 2009


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-l(e), 240.13d-l(t) or 240.13d-1(g), check the
following box.

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d- 7 for
other parties to whom copies are to be sent.

The remainder of this coverpage shall be filled out for a reporting person's
initial filing on thisform with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (" Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).





CUSIP No.  02520N106

1.       Names of Reporting Persons.   I.R.S. Identification Nos. of above
persons (entities only)

Paul J. Isaac 		 	(principle reporting person)


2. Check the Appropriate Box if a Member of a Group (see instructions)

(a)
(b)  X


3.        SEC Use Only


4.	Source of Funds (See Instructions)

        PF, OO

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
        2(d) or 2 (e).

        No

6.	Citizenship or Place of Organization

	New York and Delaware

7.  Sole Voting Power	73,450  (Paul J. Isaac)

8.  Shared Voting Power

    35,800  (Abigail E. Isaac)
    15,500  (Johanna H. Isaac)
    16,800  (Samuel F. Isaac)
     2,000  (Karen C. Isaac)
   220,200  (Isaac Brothers, L.L.C.)
    12,250  (Isaac Grandchildren's Trust)
     5,000  (Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust

Reporting Person disclaims beneficial interest in 14,300 shares held
by Benjamin Isaac

9. Sole Dispositive power

   73,450   (Paul J. Isaac)
  484,329   (Arbiter Partners, L.P.)

10. Shared Dispositive Power

   35,800  (Abigail E. Isaac)
   15,500  (Johanna H. Isaac)
   16,800  (Samuel F. Isaac)
    2,000  (Karen C. Isaac)
  220,200  (Isaac Brothers, L.L.C.)
   12,250  (Isaac Grandchildren's Trust)
    5,000  (Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust)



11. Aggregate Amount Beneficially Owned by Each Reporting Person

   73,450  Paul J. Isaac

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 (see instructions)

   NA

13. Percent of Class Represented by Amount in Row (11)

    1.40%   Paul J. Isaac
     .68%   Abigail E. Isaac
     .30%   Johanna H. Isaac
     .32%   Samuel F. Isaac
     .04%   Karen C. Isaac
    4.21%   Isaac Brothers, L.L.C.
     .23%   Isaac Grandchildren's Trust
     .10%   Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
    9.26%   Arbiter Partners, L.P.

14. Type of Report Person (see instructions)

IN =  Paul J. Isaac
IN =  Abigail E. Isaac
IN =  Johanna H. Isaac
IN =  Samuel F. Isaac
IN =  Karen C. Isaac
PN =  Isaac Brothers, L.L.C.
OO =  Isaac Grandchildren's Trust
OO =  Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust
PN =  Arbiter Partners, L.P.




Item 1. Security and Issuer


American Community Properties Trust - CL A
	222 Smallwood Village Center
	St. Charles, MD 20602
	(301) 843-8600

Item 2. Identity and Background

 (a) Name	Isaac Brothers,  L.LC.
		Isaac Grandchildren's Trust
		Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
		Arbiter Partners, L.P.

(b) Residence or business address

	Isaac Brothers, L.L.C.
	75 Prospect Avenue
	Larchmont, New York 10538

		Paul J. Isaac - manager
		Daniel H Isaac - member
		Frederick J. Isaac - member


	Isaac Grandchildren's Trust
	75 Prospect Avenue
	Larchmont, New York 10538

		Paul J. Isaac- manager
		Abigail E. Isaac - grandchild
		Johanna H. Isaac - grandchild
		Samuel F. Isaac  - grandchild
		Benjamin J. Isaac -grandchild


        Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
	75 Prospect Avenue
	Larchmont, New York 10538

		Paul J. Isaac - manager
		Marjorie s. Isaac - member




	Arbiter Partners, L.P.
	149 Fifth Avenue, 15th Floor
	New York, New York  10010

		Paul J. Isaac - manager



(c) Present principal occupation or employment and the name, principal
 business and address of any corporation or other organization in which
 such employment is conducted;

	Isaac Brothers, L.L.C.
	C/O Cadogan Management LLC
	149 Fifth Avenue, 15th Floor
	New York, New York 10010

	Isaac Grandchildren's Trust
	C/O Cadogan Management LLC
	149 Fifth Avenue, 15th Floor
	New York, New York 10010

	Majorie S. Isaac u/w/o Irving H. Isaac Marital Trust
	C/O Cadogan Management LLC
	149 Fifth Avenue, 15th Floor
	New York, New York 10010

	Arbiter Partners, L.P.
	149 Fifth Avenue, 15th Floor
	New York, New York 10010



(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction,name and location of court, and penalty imposed, or other
disposition of the case;

	None

(e) Whether or not, during the last five years, such person was a party
 to a civil proceeding of a judicial or administrative body of competent
 jurisdiction and as a result of such proceeding was or is subject to a
 judgment, decree or final order enjoining future violations of, or
 prohibiting or mandating activities subject to, federal or state
 securitieslaws or finding any violation with respect to such laws; and,
 if so, identify and describe such proceedings and summarize the terms of
 such judgment; decree or final order; and

	None

(f) Citizenship.

        United States

Item 3. Source and Amount of Funds or Other Consideration

Purchases were made with cash for personal investment.

Purchases for Arbiter Partners, L.P., a securities investment partnership,
were made with cash for partnership investment

Item 4. Purpose of Transaction

      On November 10, 2009, Paul J. Isaac and certain other Reporting Persons
 entered into a Voting Agreement with FCP Fund I, L.P. ("FCP") and FCP/ACPT
Acquisition Company, Inc. ("FCP/ACPT"), pursuant to which such persons agreed,
among other things, to vote the aggregate of 829,529 common shares of
beneficial interest in the Company owned by them, together with any other
equity interests in the Company acquired by them thereafter during the term
of such Voting Agreement, in favor of the proposed merger transaction by and
among the Company, FCP and FCP/ACPT (the "Merger"), and the amendment of the
Company's Declaration of Trust as contemplated by the Agreement and Plan of
Merger dated as of September 25, 2009 with respect to the Merger.  A copy of
such Voting Agreement is attached as Exhibit 99.1 hereto and incorporated by
reference herein.  On November 10, 2009, Paul J. Isaac and certain other
Reporting Persons (along with T Street Investors, LLC ("T Street"), a newly
formed entity in which Mr. Isaac and certain of the Reporting Persons are
contemplated to be investors) also entered into a Contribution and Partnership
Interest Purchase Agreement with FCP pursuant to which, among other things,
upon consummation of the Merger, T Street would make a cash capital
contribution to, and receive a passive minority limited partnership interest
in, a new limited partnership formed by FCP to hold the equity of the Company
following the Merger.



Item 5. Interest in Securities of the Issuer


(a) State the aggregate number and percentage of the class of securities
 identified pursuant to Item I (which may be based on the number of securities
 outstanding as contained in the most recently available filing with the
 Commission by the issuer unless the filing person has reason to believe such
 information is not current) beneficially owned (identifying those shares
 which there is a right to acquire) by each person named in Item 2. The above
 mentioned information should also be furnished with respect to persons who,
 together with any of the persons named in Item 2, comprise a group within the
 meaning of Section 13(d)(3) of the Act;

Isaac Brothers, L.L.C. holds 220,200 of the issued CL-A shares of the
Issuer, or 4.21% (Paul J. Isaac, Daniel H. Isaac and Frederick J. Isaac).

Isaac Grandchildren's Trust holds 12,250 of the issued CL-A shares of the
Issuer, or.23% (Abigail E. Isaac, Johanna H. Isaac, Samuel F. Isaac,
all minor children of Paul J. Isaac, and Benjamin J. Isaac, Mr. Isaac's
adult son).

Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust holds 5,000 of the
issued CL-A shares of the Issuer, or .10% (Paul J. Isaac and Marjorie
S. Isaac)

Arbiter Partners, L.P. holds 484,329 of the issued CL-A shares of the
Issuer, or 9.26%


(b) For each person named in response to paragraph (a), indicate the number
 of shares as to which there is sole power to vote or to direct the vote,
 shared power to vote or to direct the vote, sole power to dispose or to
 direct the disposition, or shared power to dispose or to direct the
 disposition.Provide the applicable information required by Item 2 with
 respect to each person with whom the power to vote or to direct the vote
 or to dispose or direct the disposition is shared;

220,200 shared power to vote and shared power to dispose for Isaac
Brothers, L.L.C. (Paul J. Isaac, manager and Daniel H. Isaac, member
and Frederick J. Isaac, member

12,250 shared power to vote and shared power to dispose for Isaac
Grandchildren's Trust(Abigail E. Isaac, Johanna H. Isaac, Samuel F.
Isaac,all minor children of Paul J. Isaac, and Benjamin J. Isaac, Mr.
Isaac's adult son).

(c) Describe any transactions in the class of securities reported on that were
 effected during the past sixty days or since the most recent filing of
 Schedule 13D (240.13d-191 ), whichever is less, by the persons named in
 response to paragraph (a). Instruction. The description of a transaction
 required by Item 5(c)shall include, but not necessarily be limited to: ( I)
 the identity of the person covered by Item 5( c ) who effected the transaction;
 (2) the date of the transaction; (3) the amount of securities involved;
 (4) the price per share or unit; and (5) where and how the transaction
 was effected.





(d) If any other person is known to have the right to receive or the power to
 direct the receipt of dividends from, or the proceeds from the sale of, such
 securities, a statement to that effect should be included in response to this
 item and, if such interest relates to more than five percent of the class,
 such person should be identified. A listing of the shareholders of an
 investment company registered under the Investment Company Act of 1940 or the
 beneficiaries of an employee benefit plan,pension fund or endowment fund is
 not required.


        Paul J. Isaac has the power to direct the receipt of dividends from or
	the proceeds from the sale of such Securities.  He currently owns 1.40%
	of the stock



(e) If applicable, state the date on which the reporting person ceased to be the
 beneficial ownerof more than five percent of the class of securities.
 Instruction. For computations regarding securities which represent a right to
 acquire an underlying security, see Rule 13d-3( d)( I) and the note thereto.

	none

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

	See Item 4.


Item 7. Material to Be Filed as Exhibits

   Voting Agreement dated as of November 10, 2009 by and among, inter alia,
FCP Fund I, L.P., FCP/ACPT Acquisition Company, Inc., and certain holders of
common shares of beneficial interest in American Community Properties Trust.

Signature

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

November 13, 2009

Paul J. Isaac

Manager, Isaac Brothers L.L.C and Arbiter Partners, L.P.

EX-99

VOTING AGREEMENT



THIS VOTING AGREEMENT (this "Agreement"), dated as of November 10,
 2009, is made and entered into by and among FCP Fund I, L.P., a Delaware
 limited partnership ("Parent"), FCP/ACPT Acquisition Company, Inc., a
Maryland corporation and an indirect subsidiary of Parent ("MergerSub" and
together with Parent, the "Buyer Parties"), and certain holders of common
shares of beneficial interest ("Shares") in American Community Properties
Trust, a Maryland real estate investment trust ("ACPT"), identified in Exhibit
 A attached hereto (each a "Arbiter Group Shareholder" and collectively, the
"Arbiter Group Shareholders").

	WHEREAS, ACPT and the Buyer Parties have agreed to effect a merger
transaction through a merger of Merger Sub with and into ACPT (the "Merger"),
with ACPT being the surviving entity ("New ACPT"), on the terms and subject
to the conditions set forth in that certain Agreement and Plan of Merger,
dated as of September 25, 2009, by and among ACPT and the Buyer Parties (the
"Merger Agreement"), and in accordance with the Maryland REIT Law and the
Maryland General Corporation Law;

WHEREAS, Parent and the Arbiter Group Shareholders desire for the Arbiter Group
 Shareholders to become at or shortly after the Merger a direct or indirect
equity investor in New ACPT, on the terms and subject to the conditions set
forth in that certain Contribution and Partnership Interest Purchase Agreement,
dated as of November 10, 2009, by and among Parent, the Arbiter Group
Shareholders
and T Street Investors, LLC, an affiliate of the Arbiter Group Shareholders
(the "Purchase Agreement");

	WHEREAS, the Arbiter Group Shareholders collectively own, in the
aggregate, 829,529 common shares, par value $0.01 per share, of ACPT
(including any equity interests into which such common shares may be
converted or exchanged after the date hereof, the "Arbiter Group Shares")
 (such Arbiter Group Shares, together with any other equity interests in
 ACPT acquired by the Arbiter Group Shareholders after the date hereof
 and during the term of this Agreement, being collectively referred to
 herein as the "Subject Shares"); and

WHEREAS, as an inducement to Parent to enter into the Purchase Agreement
 and incur the obligations set forth therein, Parent requires that each Arbiter
 Group Shareholder enter into this Agreement, and the Arbiter Group Shareholders
 desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
 agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

Section 1. 	Definitions.  Capitalized terms used herein and not defined shall
 have the meanings specified in the Merger Agreement.

Section 2. 	Representations and Warranties of the Arbiter Group Shareholders.
  Each Arbiter Group Shareholder hereby, jointly and severally, represents
and warrants to the Buyer Parties as follows:

(a)	Organization; Authority.  Each of Isaac Grandchildren's Trust and
Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust is a trust duly formed,
 validly existing and in good standing under the laws of the jurisdiction of
its formation.  Arbiter Partners, L.P. is a limited partnership duly formed,
validly existing and in good standing under the laws of the jurisdiction of
its formation.  Isaac Brothers, L.L.C. (together with Isaac Grandchildren's
Trust, Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust and Arbiter
Partners,L.P., the "Entity Shareholders" and each, an "Entity Shareholder")
is a limited liability company duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.
Each Entity Shareholder has the requisite trust, limited partnership or
limited liability company power and authority, as applicable, to execute
and deliver this Agreement and to consummatethe transactions contemplated
hereby.  The execution and delivery by each Entity Shareholder of this
 Agreement and the consummation by each Entity Shareholder of the
transactions contemplated hereby have been duly authorized by all
necessary corporateor similar action by such Entity Shareholder or by
its trustee, general partner or managing member, as applicable.  Each
 Arbiter Group Shareholder that is not also anEntity Shareholder
has full legal right, capacity, power and authority to execute
this Agreement and to consummate the transactions contemplated hereby.

(b)	Binding Obligation.  This Agreement has been duly executed and
deliveredby each Arbiter Group Shareholder and constitutes a legal,
valid and binding obligation of each Arbiter Group Shareholder,
enforceable in accordance with its terms.

(c) 	No Conflicts.  Neither the execution and delivery of this Agreement,
 nor the consummation of the transactions contemplated hereby or compliance
 with the terms hereof will violate, conflict with or result in a breach,
require any consent or approval, or constitute a default (with or without
notice or lapse of time or both) under any provision of, the organizational
documents of any Entity Shareholder or any trust agreement, loan or credit
agreement,note, bond, mortgage, indenture, lease or other agreement,
instrument, permit,concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable
 to any Arbiter Group Shareholder or to any Arbiter Group Shareholder's
 property or assets.  No authorization, consent or approval of, or any
filing with, any public body or authority is necessary for consummation
 by any Arbiter Group Shareholder of the transactions
contemplated by this Agreement.


(d) 	The Subject Shares.  Each Arbiter Group Shareholder is the sole record
 and beneficial owner of, and has good and marketable title to, the number of
 Shares set forth opposite the name of such Arbiter Group Shareholder in
Exhibit A,free and clear of any mortgage, lien, pledge, charge, encumbrance,
 security interest or other adverse claim, other than normal and customary
pledges madeto certain banking institutions in connection with loan agreements
 that havebeen entered into by the Arbiter Group Shareholders.  Other than
 the Shares owned by certain exempted persons set forth in Exhibit A, whose
Shares may be deemed to be beneficially owned by Paul J. Isaacs (and for which
 he disavows beneficial ownership), no Arbiter Group Shareholder owns, of
record or beneficially,any Shares other than as set forth opposite the name
 of such Arbiter Group Shareholderin Exhibit A.  Paul J. Isaac is the manager
 and the general partner of Isaac Brothers,L.L.C. and Arbiter Partners, L.P.,
 respectively, and as such, he has sole dispositive and voting powers
over the Shares owned by such entities.  In addition, Paul J. Isaac
has shared voting and dispositive powers over the Shares owned by each of
Abigail E. Isaac, Johanna H. Isaac, Samuel F. Isaac and Karen C. Isaac.
Paul J. Isaac also serves as the trustee for each of Isaac Grandchildren's
 Trust and Marjorie S. Isaac u/w/o Irving H. Isaac Marital Trust and
 as such, he has voting and dispositive powers of the Shares owned by
 such trusts.  Except as set forth in this Section 2(d), each Arbiter
Group Shareholder has the sole right to vote, or to dispose of, the
 number of Shares set forth opposite the name of such Arbiter Group
Shareholder inExhibit A, and none of such Shares is subject to any
agreement, arrangement or restriction with respect to the voting of
such Shares, except as contemplated by this Agreement.  There are no
agreements or arrangements of any kind, contingent or otherwise,
obligating any Arbiter Group Shareholder to sell,
transfer, assign, grant a participation interest in, option, pledge,
hypothecate or otherwise dispose or encumber (each, a "Transfer"), or
cause to be Transferred, any of the Subject Shares.  No Person has any
contractual or other right or obligation to purchase or otherwise acquire
 any of the Subject Shares.

(e) 	Litigation.  No Arbiter Group Shareholder has received notice of,
and thereis no pending, or, to the knowledge of any Arbiter Group Shareholder,
threatened, action, suit, claim, arbitration, proceeding or investigation
against, affecting orinvolving any Arbiter Group Shareholder relating to,
or affecting in any manner, the Subject Shares, or that questions the
validity of this Agreement or any actiontaken or to be taken by any Arbiter
 Group Shareholder in connection with this Agreement.

Section 3. Covenants of the Arbiter Group Shareholders.  Until the termination
 of this Agreement in accordance with Section 4, each Arbiter Group
Shareholder agrees as follows:

(a) Agreement to Vote in Favor.  At any meeting of the shareholders of ACPT
calledto vote upon the Merger and the Merger Agreement or at any adjournment
 thereof or inany other circumstances upon which a vote, consent or other
approval (including by written consent in lieu of a meeting) with respect to
 the Merger and the Merger Agreement is sought, each Arbiter Group
Shareholdershall vote (or cause to be voted) its Subject Shares, or any other
Shares owned by any Non-Affiliated Shareholder identified on Exhibit A attached
hereto("Non-Affiliated Shareholders") for which such Arbiter Group Shareholder
has received a proxy to vote with respect to the Merger, the Merger Agreement
and theother transaction contemplated by the Merger Agreement
(the "Proxy Shares"),in favor of the approval of the Merger and the
Merger Agreement and each of the transactions contemplated by the
Merger Agreement (including, without limitation,the Company Charter
Amendment (as defined in the Merger Agreement)), regardless of
whether or not the Merger is based on the terms and conditions set forth
inthe Merger Agreement or as may be modified and agreed to between Parent
 and ACPT pursuantto an amendment or modification to the Merger Agreement.

(b)	Agreement to Vote Against.  At any meeting of the shareholders of ACPT or
 at any adjournment thereof or in any other circumstances upon which a vote,
consentor other approval of all or some of the shareholders of ACPT is sought,
 each Arbiter GroupShareholder shall vote (or cause to be voted) its Subject
 Shares and any Proxy Shares against (i) any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation, combination,
 sale or transfer of a material amount of assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by ACPT
or any Acquisition Proposal, (ii) any amendment of ACPT's Amended and
Restated Declaration of Trust or Amendedand Restated Bylaws or
other proposal or transaction involving ACPT or any of its subsidiaries,
 which amendment or other proposal or transaction would in any manner
 delay, impede, frustrate, prevent or nullify the Merger, the Merger
Agreement or any of the other transactions contemplated by the Merger
 Agreement or change in any manner the voting rights of Shares,
and (iii) any action, agreement, transaction or proposal
that would result in a breach of any representation, warranty, covenant,
agreement or other obligation of ACPT in the Merger Agreement.

(c)	Restrictions on Transfer.  (i) Each Arbiter Group Shareholder agrees
not to,directly or indirectly, (A) Transfer or enter into any agreement,
option or other
arrangement (including any profit sharing arrangement) with respect to the
Transferof, any Subject Shares to any Person, other than pursuant to the
Merger Agreement or (B) grant any proxies, deposit any Subject Shares into
 any voting trust or enter into any voting arrangement, whether by proxy,
voting agreement or otherwise, with respect to the Subject Shares,
other than pursuant to this Agreement or as set forth in Section 2(d)
hereof; and (ii) Paul I. Isaac agrees to use commercially reasonable
efforts to prevent the Non-Affiliated Shareholders from taking any of the
actions describedin clauses (A) and (B) above other than, with respect to
 the actions d
escribed in clause
(B), as set forth in Section 2(e)(v) hereof.

(d)	Legend.  Each Arbiter Group Shareholder agrees to cooperate
with the Buyer Parties and ACPT to cause the transfer agent of ACPT to place
a restricted or similar legend on one or more certificates evidencing the
Subject Shares (if certificated) and/or in the electronic ledger maintained
 by the transfer agent to note the transactions contemplated by, and the
 various restrictions contained in, this Agreement with respect to the
Subject Shares.

(e)	Additional Covenants.

(i)	Each Arbiter Group Shareholder hereby agrees not to take any action
that would make any representation or warranty of the Arbiter Group Shareholders
 contained herein untrue or incorrect or have the effect of preventing,
impeding,or in any material respect, interfering with or adversely affecting
the performanceby the Arbiter Group Shareholders of their obligations under
 this Agreement;

(ii)	Each Arbiter Group Shareholder hereby waives any rights of appraisal or
 rights of dissent from the Merger that such Arbiter Group Shareholder may have;

(iii)	Each Arbiter Group Shareholder hereby agrees to promptly notify Parent
 of the number of any new Shares acquired by the Arbiter Group Shareholders, if
 any, after the date hereof, which Shares shall be subject to the terms of this
Agreement as though owned by the Arbiter Group Shareholders on the date hereof;


(iv)	Each Arbiter Group Shareholder hereby authorizes Parent and ACPT to
publishand disclose in any announcement or disclosure required by the U.S.
Securities and Exchange Commission and in ACPT's proxy statement any Arbiter
 Group Shareholder's identity and ownership of the Subject Shares and the
nature of such Arbiter Group Shareholder's obligation under this Agreement,
provided that such Arbiter Group Shareholder is provided with a reasonable
opportunity to review and comment
on such disclosure; and

(v)	Paul I. Isaac shall obtain, prior to any meeting of the shareholders
 of ACPT called to vote upon the Merger and the Merger Agreement or at any
adjournment thereof or in any other circumstances upon which a vote, consent
 or other approval (including by written consent in lieu of a meeting) with
respect to the Merger and the Merger Agreement is sought, irrevocable proxies
 from each of the Non-Affiliated Shareholders authorizing him to attend and
 represent such Non-Affiliated Shareholder at such meeting and cast on behalf
 of such Non-Affiliated Shareholder all votes entitled to be cast by such
Non-Affiliated Shareholder.

Section 4. 	Termination.  This Agreement shall terminate (i) upon the
earlier of (A) the Effective Time, (B) sixty (60) calendar days following
the termination of the Merger Agreement by ACPT to enter into a definitive
 agreement with respect to a Superior Proposal (as defined in the Merger
Agreement)in accordance with the terms of the Merger Agreement and (C) sixty
 (60) calendar days following the termination of the Purchase Agreement, or
(ii) at any time uponnotice by the Buyer Parties. No party hereto shall be
 relieved from any liabilityfor breach of this Agreement by reason of any
such termination.

Section 5.	Governing Law.  This Agreement shall be governed by and
construedin accordance with the laws of the State of Maryland, without regard
to the conflicts of law rules of such state.

Section 6.	Jurisdiction.  The parties hereto agree that any suit, action
 or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in any federal court located in the
State of Maryland or any Maryland state court, and each of the parties hereby
 irrevocably consents to the jurisdiction of such courts (and of the appropriate
 appellate courts therefrom) in any such suit, action or proceeding and
irrevocablywaives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit,
 action or proceedingin any such court or that any such suit, action or
proceeding brought in any suchcourt has been brought in an inconvenient
forum.  Process in any such suit, actionor proceeding may be served on
any party anywhere in the world, whether within or
without the jurisdiction of any such court.  Without limiting the
foregoing, each arty agrees that service of process on such party as
provided in Section 11 shall
be deemed effective service of process on such party.

Section 7.	Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLYWAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

Section 8. Specific Performance.  Each Arbiter Group Shareholder acknowledges
and agrees that (i) the covenants, obligations and agreements of the
Arbiter Group Shareholders contained in this Agreement relate to special,
unique and extraordinarymatters, and (ii) a violation of any of the terms
 of such covenants, obligations oragreements will cause the Buyer Parties
 irreparable injury for which adequate remediesare not available at law.
  Therefore, each Arbiter Group Shareholder agrees that the Buyer
Parties shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain the Arbiter Group
Shareholders from committing any violation of such covenants, obligations or
agreements.  These injunctive remedies are cumulative and in addition to any
other rights and remedies the Buyer Parties may have.

Section 9. 	Amendment, Waivers, Etc.  Neither this Agreement nor any term
hereof may be amended or otherwise modified other than by an instrument in
writing signed by each of the Buyer Parties and the Arbiter
Group Shareholders.  No provision of this Agreement may be waived,
discharged or terminated other thanby an instrument in writing signed
by the party against whom the enforcement of
such waiver, discharge or termination is sought.

Section 10. 	Assignment; No Third Party Beneficiaries.  This
Agreement shall not be assignable or otherwise transferable by a party
without the prior consent of the other parties, and any attempt to so assign
or otherwise transfer this Agreement without such consent shall be void and of
no effect; provided that Parent may, inits sole discretion, assign or transfer
all or any of its rights, interests and obligations under this Agreement
 to any of its affiliates and Parent may substitute any direct or indirect
 subsidiary for MergerSub.  This Agreement shall be binding upon the
respective heirs, successors, legal representatives and permitted assigns
of the parties hereto.  Nothing in this Agreement shall be construed as giving
 anyPerson, other than the parties hereto and their heirs, successors, legal
representativesand permitted assigns, any right, remedy or claim under or
in respect of this Agreement or any provision hereof.


Section 11. 	Notices.  All notices, requests, claims, demands and other
communicationsto any party hereunder shall be in writing
(including facsimile transmission) and shall be given
(and shall be deemed to have been duly given upon receipt) by delivery in
person,by prepaid overnight courier (providing proof of delivery), by facsimile
or by registeredor certified mail (postage prepaid, return receipt requested)
 to the respective parties atthe following addresses or facsimile numbers:

			if to the Buyer Parties, to:

FCP Fund I, L.P.
c/o Federal Capital Partners
1000 Potomac Street, Suite 120
Washington, D.C.  20007
Facsimile:	(202) 333-6030
Attention:	Lacy I. Rice

with a copy (which shall not constitute notice) to:

Hogan & Hartson LLP
555 Thirteenth Street, NW
Washington, D.C. 20004
Facsimile:	(202) 637-5910
Attention:	David W. Bonser
		Alexander J. Park

if to any of the Arbiter Group Shareholders, to the address listed next to such
 Arbiter Group Shareholder's name in Exhibit A;

or to such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the other parties hereto.  All such
notices, requests and other communications shall be deemed received on the
 date of receipt by the recipient thereof if received prior to 5:00 p.m. on
 a Business Day in the place of receipt.  Otherwise, any such notice, request
 or communication shall be deemed to have been received on the next succeeding
 Business Day in the place of receipt.

Section 12.	Remedies.  No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights
and remedies herein provided shall becumulative and not exclusive of
any rights or remedies provided by law.

Section 13.	Severability.  If any term, provision, covenant or
restriction of thisAgreement is held by a court of competent
jurisdiction or other authority to be invalid,void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions
 of this Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
 materially adverse to any party. Upon such a determination, the parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.


Section 14.	Entire Agreement.  This Agreement constitutes the entire agreement
 between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.

Section 15.	Further Assurances.  The Arbiter Group Shareholders shall,
 upon the request of Parent, execute and deliver such documents and take
such action deemed by Parent to be reasonably necessary to effectuate the
purposes of this Agreement.

Section 16.	Section Headings.  The article and section headings of this
 Agreement are for convenience of reference only and are not to be considered
 in construing this Agreement.

Section 17.	Counterparts.  This Agreement may be executed in one or
 more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


[SIGNATURE PAGES FOLLOW]
	IN WITNESS WHEREOF, each party hereto has executed and delivered
 this Agreement, or has caused this Agreement to be duly executed and
 delivered on its behalf, as of the date first set forth above.


BUYER PARTIES:

FCP FUND I, L.P.

By:	FCP Fund I GP, LLC, its General Partner


By:
Name:  Lacy I. Rice
Title:    Class A Member


FCP/ACPT ACQUISITION COMPANY, INC.


By:
Name: Lacy I. Rice
Title:   President


ARBITER GROUP SHAREHOLDERS:

ARBITER PARTNERS, L.P.


By:
Name:
Title:


ISAAC BROTHERS, L.L.C.


By:
Name:
Title:




ISAAC GRANDCHILDREN'S TRUST


By:
Name:
Title:


MARJORIE S. ISAAC U/W/O IRVING H. ISAAC MARITAL TRUST


By:
Name:
Title:



_____________________________________
Paul J. Isaac



_____________________________________
Johanna H. Isaac



_____________________________________
Samuel F. Isaac



_____________________________________
Karen C. Isaac



EXHIBIT A
Arbiter Group Shareholders
I.	Arbiter Group Shareholders

Holder

Address
Number of
Shares Owned
Arbiter Partners, L.P.

484,329
Paul J.
Isaac

73,450
Johanna H. Isaac

15,500
Samuel F.
Isaac

16,800
Karen C. Isaac

2,000
Isaac Brothers, L.L.C.


220,200
Isaac Grandchildren's Trust

12,250
Marjorie S.
 Isaac u/w/o Irving H. Isaac Marital Trust

5,000
Total

829,529



II.	Non-Affiliated Shareholders

Holder

Address
Number of
Shares Owned
Abigail E. Isaac

35,800
Benjamin Isaac

14,300
Total

50,100





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Execution Version