PLAN OF DISSOLUTION

Exhibit 2.1

PLAN OF DISSOLUTION

OF

FIRST CAPITAL INCOME PROPERTIES, LTD. – SERIES XI

This Plan of Dissolution (the “ Plan ”) of First Capital Income Properties, Ltd. – Series XI, an Illinois limited partnership (the “ Partnership ”), is made and entered into by the General Partner of the Partnership.

W I T N E S S E T H

1. This Plan is entered into in accordance with Section 13.1(d) of the First Amended and Restated Certificate and Agreement of Limited Partnership of the Partnership dated as of September 18, 1985 (the “ Agreement ”; capitalized terms used herein and not otherw