EXHIBIT  10.20

                                  C & D IT LLC

                      OPERATING AND JOINT VENTURE AGREEMENT
                      -------------------------------------

     This  Operating  and Joint Venture Agreement (this "Agreement") of C & D IT
LLC  (the  "Company")  is  made  as of March 1, 2002, by and between the persons
identified  as the Members on Schedule A attached hereto (such persons and their
                              ----------
respective  successors  in  office  or in interest being hereinafter referred to
individually  as  a  "Member"  or  collectively  as  the  "Members").

     WHEREAS,  the Managing Trustee of AFG Investment Trust C and AFG Investment
Trust  D  has  determined  that a joint investment by the trusts through a joint
venture entity in BMIF/BSLF II Rancho Malibu Limited Partnership would be in the
best  interest  of  the  respective  trusts;

     WHEREAS,  the  Members  of  the  Company  desire  that  PLM  International,
Incorporated,  a  jointly-owned,  indirect  subsidiary of the Members, through a
to-be-organized  subsidiary  (the  "Acquisition  Sub") enter into a contribution
agreement  with  Semele  Group, Inc. ("Semele") and the Acquisition Sub, BSLF II
Rancho  Malibu  Corp.  ("BSLF")  by  which  the  Acquisition Sub will contribute
consideration  to  Semele  in  exchange  for all of Semele's limited partnership
interest  in  BMIF/BSLF  II  Rancho  Malibu  Limited  Partnership  ("RM  Limited
Partnership")  and  all  of the capital stock of BSLF, the general Partner of RM
Limited  Partnership  (the  "RMLP  Closing");

     WHEREAS,  the  Members  of  the  Company  will obtain the approval of their
respective  beneficiaries  to  said  contribution  through  the  solicitation of
consents  and  such solicitations will take several months to accomplish and may
not  be  successful;

     WHEREAS,  Semele  will  not  defer  taking other action with respect to its
interests  in  RM  Limited Partnership without a $2 million financial commitment
from  the  Members  during  the  period  of  time before the Members receive the
consents  of  their  respective  beneficiaries;

     WHEREAS,  the  Members have determined to contribute $1 million each to the
Company;

     WHEREAS,  the Members have directed the Company to contribute $2 million to
RM  Limited  Partnership  in  exchange  for a general partnership interest in RM
Limited  Partnership  that (a) gives the Company rights as a co-managing general
partner,  and  (b) is subject to a "claw back" right that requires the refund of
said $2 million contribution in the event that (i) said consents of the Members'
beneficiaries  are  not  obtained by the deadline for such consents, or (ii) the
RMLP  Closing  has  not  occurred  within  45  days  after the date the forms of
consents must be received by the Members, which claw back right shall be secured
by  the  pledge  of a security interest by Semele of all of its capital stock in
BSLF,  its limited partnership interest in RM Limited Partnership and all of the
assets  of  RM  Limited  Partnership;

     WHEREAS,  the  Company  was formed as a limited liability company under the
Delaware Limited Liability Company Act (as amended from time to time, the "Act")
pursuant to the Certificate of Formation of the Company dated March 1, 2002 (the
"Certificate  of  Formation");

     WHEREAS,  the Members desire to engage in a joint venture which will act as
a  co-managing  general  partner  of  RM  Limited  Partnership;

     WHEREAS, the Members will actively manage the joint venture and will act as
the  initial  Managers  of  the  Company (each Member in its capacity as Manager
referred  to  herein as a "Manager" and, collectively, the "Managers"), although
the  Members  intend  to reserve the right in the future to appoint Managers who
are  not  Members;  and

     WHEREAS,  the  Members  wish  to  set  out  fully  their respective rights,
obligations and duties regarding the Company, its assets and liabilities and the
joint  venture;

     NOW,  THEREFORE, in consideration of the mutual covenants expressed herein,
the  parties  hereby  agree  as  follows:

                                    ARTICLE I
                             Organization and Powers

1.1.     Organization.  The  Company  has  been  formed  by  the  filing  of its
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Certificate of Formation (as amended from time to time, the "Certificate" or the
     "Certificate  of  Formation") with the Delaware Secretary of State pursuant
to  the  Act.  The  Certificate  of Formation may be restated by the Managers as
provided  in  the  Act  or  amended by the Managers to change the address of the
office of the Company in Delaware and the name and address of its resident agent
in  Delaware  or to make corrections required by the Act.  Other additions to or
amendments of the Certificate of Formation shall be authorized by the Members as
provided  in  Section  10.4.

1.2.     Purposes and Powers.  The Company shall have authority to engage in any
         -------------------
     lawful  business,  trade,  purpose or activity permitted by the Act, and it
shall  possess  and may exercise all of the powers and privileges granted by the
Act  and any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business,
purposes  or  activities  of  the  Company,  including  without  limitation  the
following  powers:

(a)     to  conduct  its  business  and  operations  in  any state, territory or
possession  of  the  United  States  or  in any foreign country or jurisdiction;

(b)     to  purchase,  receive,  take,  lease  or  otherwise acquire, own, hold,
improve,  maintain,  use  or  otherwise  deal  in and with, sell, convey, lease,
exchange, transfer or otherwise dispose of, mortgage, pledge, encumber or create
     a  security interest in all or any of its real or personal property, or any
interest  therein,  wherever  situated;

(c)     to  borrow  or lend money or obtain or extend credit and other financial
accommodations,  to  invest  and  reinvest  its funds in any type of security or
obligation  of or interest in any public, private or governmental entity, and to
give  and  receive  interests  in real and personal property as security for the
payment  of  funds  so  borrowed,  loaned  or  invested;

(d)     to  make  contracts, including contracts of insurance, incur liabilities
and  give  guaranties,  whether or not such guaranties are in furtherance of the
business and purposes of the Company, including without limitation guaranties of
     obligations  of  other persons who are interested in the Company or in whom
the  Company  has  an  interest;

(e)     to  appoint  one  or  more  Managers of the Company, to employ officers,
employees,  agents  and  other  persons,  to fix the compensation and define the
duties and obligations of such personnel, to establish and carry out retirement,
     incentive  and  benefit  plans  for  such  personnel  and to indemnify such
personnel  to  the  extent  permitted  by  this  Agreement  and  the  Act;

(f)     to  make donations irrespective of benefit to the Company for the public
welfare  or for community, charitable, religious, educational, scientific, civic
or  similar  purposes;

(g)     to  institute,  prosecute  and  defend  any  legal action or arbitration
proceeding  involving  the  Company,  and  to pay, adjust, compromise, settle or
refer  to  arbitration any claim by or against the Company or any of its assets;
and

(h)     to  be  a  partner in one or more partnerships or a member or manager in
one  or  more  limited  liability  companies.

Notwithstanding the foregoing, however, the Company shall not have the authority
to  engage  in any business, trade, purpose or activity or exercise any power or
privilege that (i) exceeds the authority, rights, privileges or powers conferred
to  any  Member  in  such  Member's  charter  documents,  or (ii) contravenes or
conflicts  with  the  charter  documents  of  any  Member.

1.3.     Principal  Place  of  Business.  The  principal  office  and  place  of
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business  of the Company shall initially be 200 Nyala Farms, Westport, CT 06880.
     The  Members  may  change  the principal office or place of business of the
Company  at  any  time  and  may cause the Company to establish other offices or
places  of  business.

1.4.     Fiscal  Year.  The  fiscal year of the Company shall end on December 31
         ------------
in  each  year.

1.5.     Qualification  in  Other  Jurisdictions.  The  Managers shall cause the
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Company  to be qualified or registered under applicable laws of any jurisdiction
in  which  the  Company  transacts  business and shall be authorized to execute,
deliver  and  file  any  certificates  and  documents  necessary  to effect such
qualification  or  registration, including without limitation the appointment of
agents  for  service  of  process  in  such  jurisdictions.


                                   ARTICLE II
                                     Members

2.1.     Members.  The  initial Members of the Company and their addresses shall
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be  listed on Schedule A and such Schedule shall be amended from time to time by
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the  Managers  to  reflect  the withdrawal of Members or the admission of new or
additional  Members  pursuant to this Agreement.  Schedule A shall set forth the
                                                  ----------
percentage  interest  which  each  Member holds in the profits and losses of the
Company  (the  "Membership  Interests").  The  Members shall constitute a single
class  or  group  of  Members of the Company for all purposes of the Act, unless
otherwise  expressly  provided herein.  The Managers shall notify the Members of
changes in Schedule A, which shall constitute the record list of the Members for
           ----------
all  purposes  of  this  Agreement.

2.2.     Admission  of  New  Members.  Additional persons may be admitted to the
         ---------------------------
Company  as  Members  and may participate in the profits, losses, distributions,
allocations  and  capital  contributions  of  the Company upon such terms as are
established  by  the Managers, which may include the establishment of classes or
groups  of  one  or  more  Members  having different relative rights, powers and
duties,  or the right to vote as a separate class or group on specified matters,
by  amendment of this Agreement under Section 10.4.  Existing Members shall have
no  preemptive  or  similar right to subscribe to the purchase of new membership
interests  in  the  Company.

2.3.     Meetings  of  Members.
         ---------------------

(a)     Meetings  of Members may be called for any proper purpose at any time by
the  Managers or by any Member.  The Managers or the Members calling the meeting
shall determine the date, time and place of each meeting of Members, and written
notice thereof shall be given by the Managers to each Member not less than seven
(7) days nor more than sixty (60) days prior to the date of the meeting.  Notice
shall  be sent to Members of record on the date when the meeting is called.  The
business  of  each meeting of Members shall be limited to the purposes described
in  the  notice.  A written waiver of notice, executed before or after a meeting
by  a  Member or its authorized attorney and delivered to the Managers, shall be
deemed  equivalent  to  notice  of  the  meeting.

(b)     All  Members  must  be  present for the transaction of any business at a
meeting  of  Members.  Members  may  attend  a  meeting  in  person or by proxy.
Members  may  also  participate in a meeting by means of conference telephone or
similar  communications  equipment that permits all Members present to hear each
other.  If  less  than  all  of  the  Members  are  present,  the meeting may be
adjourned  by  the chairman to a later date, time and place, and the meeting may
be  held  as  adjourned  without  further  notice.  When an adjourned meeting is
reconvened,  any  business  may be transacted that might have been transacted at
the  original  meeting.

(c)     A chairman selected by the Managers shall preside at all meetings of the
Members  unless  the Members elect a Member to act as a chairman of the meeting.
The  chairman  shall  determine  the  order of business and the procedures to be
followed  at  each  meeting  of  Members.

2.4.     Action  Without  a  Meeting.  There  is no requirement that the Members
         ---------------------------
hold  a  meeting  in order to take action on any matter.  Any action required or
permitted  to  be  taken by the Members may be taken without a meeting if one or
more  written  consents to such action shall be signed by Members holding all of
the  Membership  Interests  in  the  Company.  Such  written  consents  shall be
delivered  to  the  Managers  at  the principal office of the Company and unless
otherwise  specified shall be effective on the date when the first consent is so
delivered.  The  Managers  shall  give  prompt notice to all Members who did not
consent  to  any  action  taken by written consent of Members without a meeting.

2.5.     Voting  Rights.  All  actions,  approvals  and  consents to be taken or
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given  by  the  Members under the Act, this Agreement or otherwise shall require
the  affirmative  vote  or  written  consent  of  all  Members.

2.6.     Limitation  of  Liability  of Members.  Except as otherwise provided in
         -------------------------------------
the  Act,  no  Member of the Company shall be obligated personally for any debt,
obligation  or  liability of the Company or of any other Member, whether arising
in  contract,  tort  or  otherwise,  solely  by  reason of being a Member of the
Company.  Except  as  otherwise provided in the Act, by law or expressly in this
Agreement,  no  Member  shall have any fiduciary or other duty to another Member
with  respect to the business and affairs of the Company, and no Member shall be
liable to the Company or any other Member for acting in good faith reliance upon
the  provisions of this Agreement.  Subject to Section 7.2, no Member shall have
any  responsibility  to  restore any negative balance in its Capital Account (as
defined  in Section 6.1) or to contribute to or in respect of the liabilities or
obligations of the Company or return distributions made by the Company except as
required by the Act or other applicable law; provided, however, that Members are
                                             --------  -------
responsible  for their failure to make required Contributions under Section 6.2.
The  failure  of the Company to observe any formalities or requirements relating
to the exercise of its powers or the management of its business or affairs under
this  Agreement  or  the  Act  shall  not  be  grounds for making its Members or
Managers  responsible  for  the  liabilities  of  the  Company.

2.7.     Authority.  Unless  specifically  authorized by the Managers, no Member
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that  is not a Manager shall be an agent of the Company or have any right, power
or  authority  to  act  for or to bind the Company or to undertake or assume any
obligation  or  responsibility  of  the  Company  or  of  any  other  Member.

2.8.     No  Right  to  Withdraw; No Appraisal Rights.  No Member shall have any
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right  to  resign  or withdraw from the Company without the consent of the other
Members  or  to  receive  any  distribution  or  the  repayment  of  its capital
contribution  except  as provided in Section 7.2 and Article IX upon dissolution
and liquidation of the Company.  No Member shall have any right to have the fair
value  of its Membership Interest in the Company appraised and paid out upon the
resignation  or  withdrawal  of  such  Member  or  any  other  circumstances.

2.9.     Rights  to  Information.  Members  shall have the right to receive from
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the  Managers  upon  request a copy of the Certificate and of this Agreement, as
amended  from  time to time, and such other information regarding the Company as
is  required  by  the  Act,  subject  to  reasonable  conditions  and  standards
established  by the Managers, as permitted by the Act, which may include without
limitation  withholding  or  restricting  the  use  of confidential information.


                                   ARTICLE III
                                   Management
                                   ----------

3.1.     Managers.  The  Members  shall  be  the initial Managers of the Company
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hereunder.  The  names and addresses of the Managers shall be listed on Schedule
                                                                        --------
A  which  shall  be  amended  from  time  to time by the Managers to reflect the
resignation  or  removal  of  Managers  or  the appointment of new or additional
Managers  pursuant  to  this  Agreement.

3.2.     Qualification.  Each  Manager  shall  actively  devote such time to the
         -------------
business  and  affairs  of  the  Company  as  is  reasonably  necessary  for the
performance  of  such  Manager's  duties,  but  shall  not be required to devote
exclusive  efforts  to  the  performance  of  such  duties  and may delegate its
responsibilities  as  provided  in Section 3.3.  A Manager need not be a Member.

3.3.     Powers  and  Duties  of  the Managers.  The business and affairs of the
         -------------------------------------
Company shall be managed under the direction of the Managers, who shall have and
may  exercise  on  behalf  of  the Company all of its rights, powers, duties and
responsibilities  under  Section  1.2  or  as provided by law, including without
limitation  the  right  and  authority:

(a)     to  manage  the business and affairs of the Company and for this purpose
to  employ,  retain  or  appoint  any  officers, employees, consultants, agents,
brokers,  professionals  or  other persons in any capacity for such compensation
and on such terms as the Managers deem necessary or desirable and to delegate to
such  persons  such  of  their duties and responsibilities as the Managers shall
determine;

(b)     to  enter  into, execute, deliver, acknowledge, make, modify, supplement
or  amend  any  documents  or  instruments  in  the  name  of  the  Company;

(c)     to  borrow  money  or  otherwise  obtain  credit  and  other  financial
accommodations  on  behalf  of  the  Company  on a secured or unsecured basis as
provided  in  Section 1.2(c), and to perform or cause to be performed all of the
Company's  obligations  in respect of its indebtedness and any mortgage, lien or
security  interest  securing  such  indebtedness;  and

(d)     to  make  elections  and prepare and file returns regarding any federal,
state  or  local  tax  obligations  of  the  Company.

Unless  otherwise provided in this Agreement, any action taken by a Manager, and
the  signature  of  a  Manager  on  any agreement, contract, instrument or other
document  on  behalf of the Company, shall be sufficient to bind the Company and
shall  conclusively  evidence the authority of that Manager and the Company with
respect  thereto.

3.4.     Tax  Matters  Partner.  The  Members  shall  serve  as the "Tax Matters
         ---------------------
Partners"  of  the  Company  for  purposes of Section 6231(a)(7) of the Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  with  power to manage and
represent  the  Company in any administrative proceeding of the Internal Revenue
Service.

3.5.     Reliance  by  Third  Parties.  Any person dealing with the Company, the
         ----------------------------
Managers  or  any Member may rely upon a certificate signed by any Manager as to
(i)  the identity of any Manager or Member; (ii) any factual matters relevant to
the  affairs of the Company; (iii) the persons who are authorized to execute and
deliver  any  document  on  behalf  of  the Company; or (iv) any action taken or
omitted  to  be  taken  by  the  Company,  the  Managers  or  any  Member.

3.6.     Resignation  and  Removal.  Any  Manager may resign upon at least sixty
         -------------------------
(60) days' notice to the Members and the other Managers (unless notice is waived
by  them).  Any  Manager may be removed at any time with or without cause by the
Members.

3.7.     Meetings  and  Action  of Managers.  Unless otherwise determined by the
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Members  or  Managers,  all action to be taken by the Managers shall be taken by
majority  vote  or written consent of a majority of the Managers then in office.
There is no requirement that the Managers hold a meeting in order to take action
on  any  matter.  Meetings  of  the  Managers  may be called by any Manager.  If
action is to be taken at a meeting of the Managers, notice of the time, date and
place of the meeting shall be given to each Manager by an officer or the Manager
calling  the meeting by personal delivery, telephone or fax sent to the business
or  home  address  of each Manager at least twenty-four (24) hours in advance of
the  meeting, or by written notice mailed to each Manager at either such address
at  least  seventy-two  (72) hours in advance of the meeting; however, no notice
need be given to a Manager who waives notice before or after the meeting, or who
attends  the  meeting  without  protesting  at  or  before  its commencement the
inadequacy  of  notice  to  him  or  her.  Managers may also attend a meeting in
person  or  by  proxy,  and  they  may also participate in a meeting by means of
conference  telephone  or  similar  communications  equipment  that  permits all
Managers  present to hear each other.  A chairman selected by the Managers shall
preside at all meetings of the Managers.  The chairman shall determine the order
of  business  and the procedures to be followed at each meeting of the Managers.

3.8.     Compensation.  Each  Manager  may  receive  such  compensation  for his
         ------------
services  and  benefits as may be approved from time to time by the Members.  In
addition,  the  Managers  shall  be  entitled to reimbursement for out-of-pocket
expenses incurred by them in connection with the performance of their duties for
the  Company.

3.9.     Limitation  of  Liability  of  Manager.  No  Manager shall be obligated
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personally  for  any  debt,  obligation  or  liability  of the Company or of any
Member,  whether  arising  in  contract,  tort or otherwise, solely by reason of
being  or  acting  as  Manager  of  the Company.  No Manager shall be personally
liable  to  the  Company  or to its Members for breach of any fiduciary or other
duty that does not involve (i) a breach of the duty of loyalty to the Company or
its  Members,  (ii)  acts  or  omissions  not  in  good  faith  or which involve
intentional  misconduct  or  a  knowing violation of law; or (iii) a transaction
from  which  the  Manager  derived  an  improper  personal  benefit.


                                   ARTICLE IV
                                 Indemnification
                                 ---------------

4.1.     Definitions.  For  purposes  of  this  Article  IV:
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(a)     "Manager"  includes  (i) a person serving as a Manager of the Company or
in  a similar executive capacity appointed by the Managers and exercising rights
and  duties  delegated  by the Managers, (ii) a person serving at the request of
the  Company as a director, Manager, officer, employee or other agent of another
organization,  and  (iii) any person who formerly served in any of the foregoing
capacities;

(b)     "expenses"  means  all  expenses,  including  attorneys'  fees  and
disbursements, actually and reasonably incurred in defense of a proceeding or in
seeking  indemnification under this Article, and except for proceedings by or in
the  right  of  the  Company  or  alleging  that  a Manager received an improper
personal benefit, any judgments, awards, fines, penalties and reasonable amounts
paid  in  settlement  of  a  proceeding;  and

(c)     "proceeding"  means any threatened, pending or completed action, suit or
proceeding,  whether  civil,  criminal, administrative or investigative, and any
claim  which  could  be  the  subject  of  a  proceeding.

4.2.     Right  to Indemnification.  Except as limited by law and subject to the
         -------------------------
provisions  of  this  Article,  the Company shall indemnify each of its Managers
against all expenses incurred by them in connection with any proceeding in which
a  Manager  is  involved as a result of serving in such capacity, except that no
indemnification shall be provided for a Manager regarding any matter as to which
it  shall  be finally determined that such Manager did not act in good faith and
in  the  reasonable  belief  that  its  action  was in the best interests of the
Company.  Subject  to  the  foregoing  limitations,  such indemnification may be
provided by the Company with respect to a proceeding in which it is claimed that
a  Manager  received  an  improper  personal  benefit by reason of its position,
regardless  of  whether  the  claim  arises out of the Manager's service in such
capacity,  except  for  matters  as  to  which  it is finally determined that an
improper  personal  benefit  was  received  by  the  Manager.

4.3.     Award  of Indemnification.  The determination of whether the Company is
         -------------------------
authorized  to  indemnify  a  Manager hereunder and any award of indemnification
shall  be  made  in  each instance (a) by a majority of the Managers who are not
parties  to  the  proceeding  in  question,  (b)  by  independent  legal counsel
appointed  by  the  Managers  or the Members or (c) by the holders of all of the
Membership  Interests  of  the  Members who are not parties to the proceeding in
question.  The  Company shall be obliged to pay indemnification applied for by a
Manager  unless  there  is  an  adverse determination (as provided above) within
forty-five  (45)  days after the application.  If indemnification is denied, the
applicant  may seek an independent determination of its right to indemnification
by a court, and in such event, the Company shall have the burden of proving that
the  applicant  was  ineligible  for  indemnification  under  this  Article.
Notwithstanding the foregoing, in the case of a proceeding by or in the right of
the  Company  in  which  a  Manager  is  adjudged  liable  to  the  Company,
indemnification  hereunder  shall  be  provided  to  such  Manager  only  upon a
determination  by  a  court  having  jurisdiction  that  in  view  of  all  the
circumstances  of  the  case,  such Manager is fairly and reasonably entitled to
indemnification  for  such  expenses  as  the  court  shall  deem  proper.

4.4.     Successful  Defense.  Notwithstanding  any  contrary provisions of this
         -------------------
Article, if a Manager has been wholly successful on the merits in the defense of
any  proceeding in which it was involved by reason of its position as Manager or
as  a result of serving in such capacity (including termination of investigative
or other proceedings without a finding of fault on the part of the Manager), the
Manager shall be indemnified by the Company against all expenses incurred by the
Manager  in  connection  therewith.

4.5.     Advance  Payments.  Except  as  limited  by law, expenses incurred by a
         -----------------
Manager  in  defending any proceeding, including a proceeding by or in the right
of  the Company, shall be paid by the Company to the Manager in advance of final
disposition  of  the proceeding upon receipt of its written undertaking to repay
such amount if the Manager is determined pursuant to this Article or adjudicated
to  be  ineligible  for indemnification, which undertaking shall be an unlimited
general obligation but need not be secured and may be accepted without regard to
the  financial ability of the Manager to make repayment; provided, however, that
                                                         --------  -------
no  such  advance payment of expenses shall be made if it is determined pursuant
to  Section  4.3  of this Article on the basis of the circumstances known at the
time  (without  further  investigation)  that  the  Manager  is  ineligible  for
indemnification.

4.6.     Insurance.  The  Company  shall  have  power  to  purchase and maintain
         ---------
insurance  on  behalf  of  any  Manager,  officer, agent or employee against any
liability or cost incurred by such person in any such capacity or arising out of
its  status  as  such,  whether or not the Company would have power to indemnify
against  such  liability  or  cost.

4.7.     Heirs  and  Personal  Representatives.  The indemnification provided by
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this  Article shall inure to the benefit of the heirs, personal representatives,
successors  and  assigns  of  each  Manager.

4.8.     Non-Exclusivity.  The provisions of this Article shall not be construed
         ---------------
to  limit the power of the Company to indemnify its Managers, Members, officers,
employees  or  agents  to  the  full  extent  permitted  by law or to enter into
specific  agreements,  commitments or arrangements for indemnification permitted
by  law.  The  absence of any express provision for indemnification herein shall
not  limit  any right of indemnification existing independently of this Article.

4.9.     Amendment.  The  provisions  of  this  Article  IV  may  be  amended or
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repealed  in  accordance with Section 10.5; provided, however, that no amendment
                                            --------  -------
or  repeal  of  such  provisions  that adversely affects the rights of a Manager
under this Article IV with respect to its acts or omissions at any time prior to
such  amendment  or  repeal  shall  apply  to  such Manager without its consent.


                                    ARTICLE V
                              Conflicts of Interest
                              ---------------------

5.1.     Transactions with Interested Persons.  Unless prohibited by the charter
         ------------------------------------
     documents  of  any Member and unless entered into in bad faith, no contract
or  transaction  between the Company and one or more of its Managers or Members,
or  between  the  Company and any other corporation, partnership, association or
other  organization  in  which  one  or  more  of its Managers or Members have a
financial  interest  or  are directors, partners, Managers or officers, shall be
voidable  solely  for  this  reason or solely because such Manager or Member was
present or participated in the authorization of such contract or transaction if:

(a)     the material facts as to the relationship or interest of such Manager or
     Member and as to the contract or transaction were disclosed or known to the
other  Managers  (if  any)  or  Members  and  the  contract  or  transaction was
authorized  by  the  disinterested  Managers  (if  any)  or  Members;  or

(b)     the  contract  or  transaction was fair to the Company as of the time it
was  authorized,  approved or ratified by the disinterested Managers (if any) or
Members;

and  no Manager or Member interested in such contract or transaction, because of
such  interest,  shall be considered to be in breach of this Agreement or liable
to  the  Company, any Manager or Member, or any other person or organization for
any  loss or expense incurred by reason of such contract or transaction or shall
be  accountable  for  any  gain  or  profit  realized  from  such  contract  or
transaction.


                                   ARTICLE VI
                       Capital Accounts and Contributions
                       ----------------------------------

6.1.     Capital  Accounts.
         -----------------

(a)     There  shall  be  established  on  the  books  of the Company a separate
capital  account  (a  "Capital  Account")  for  each  Member.

(b)     The  Capital Account of each Member (regardless of the time or manner in
which  such  Member's  interest  was acquired) shall be maintained in accordance
with  the  rules  of  Section  704(b)  of  the Internal Revenue Code of 1986, as
amended,  from  time  to  time  (the  "Code"),  and  Treasury Regulation Section
1.704-1(b)(2)(iv).  Adjustments  shall  be  made  to  the  Capital  Accounts for
distributions  and allocations as required by the rules of Section 704(b) of the
Code  and  the  Treasury  Regulations  thereunder.

(c)     If there is a transfer of all or a part of an interest in the Company by
     a Member, the Capital Account of the transferor that is attributable to the
transferred  interest  shall  carry  over  to  the  transferee  of  such Member.

(d)     Subject  to  Section  7.2, notwithstanding any other provision contained
herein  to  the  contrary,  no  Member shall be required to restore any negative
balance  in  its  Capital  Account.

6.2.     Contributions.  Each Member shall make the contributions to the capital
         -------------
     of  the  Company  (herein  "Contributions")  specified  on Schedule A.  All
                                                                ----------
Contributions  shall be paid in cash unless otherwise specified on Schedule A or
                                                                   ----------
agreed  to  by  the  Members.  Except  as  set forth on Schedule A, no Member or
                                                        ----------
Manager shall be entitled or required to make any contribution to the capital of
the  Company  unless  approved by all Managers and Members; however, the Company
may  borrow from its Members as well as from banks or other lending institutions
to  finance its working capital or the acquisition of assets upon such terms and
conditions  as  shall  be  approved by the Managers, and any such borrowing from
Members  shall  not  be  considered  Contributions or reflected in their Capital
Accounts.  The  value of all non-cash Contributions made by Members shall be set
forth  on  Schedule  A.  No  Member  shall  be  entitled  to  any  interest  or
           -----------
compensation with respect to its Contribution or any services rendered on behalf
         --
of  the Company except as specifically provided in this Agreement or approved by
the  Managers.  No  Member  shall  have  any  liability for the repayment of the
Contribution  of  any other Member and each Member shall look only to the assets
of  the  Company  for  return  of  its  Contribution.


                                   ARTICLE VII
                        Profits, Losses and Distributions
                        ---------------------------------

7.1.     Profits,  Losses  and  Distributions.
         ------------------------------------

(a)     All  profits  and  losses  arising  from  the  normal course of business
operations  or  otherwise  and all cash available for distribution from whatever
source,  commencing  with  the  date  of  this  Agreement, shall be allocated or
distributed  to  the  Members  according  to  their  Membership  Interests.

(b)     All  profits  and  losses  allocated to the Members shall be credited or
charged, as the case may be, to their Capital Accounts.  The terms "profits" and
     "losses"  as  used in this Agreement shall mean income and losses, and each
item  of  income,  gain, loss, deduction or credit entering into the computation
thereof, as determined in accordance with the accounting methods followed by the
Company  and  computed  in  a manner consistent with Treasury Regulation Section
1.704-1(b)(2)(iv).  Profits  and losses for Federal income tax purposes shall be
allocated  in the same manner as profits and losses for purposes of this Article
VII,  except  as  provided  in  Section  7.3(a).

7.2.     Distributions  Upon  Dissolution.
         --------------------------------

(a)     Upon  dissolution  and  termination,  after  payment  of,  or  adequate
provision for, the debts and obligations of the Company, the remaining assets of
     the  Company (or the proceeds of sales or other dispositions in liquidation
of  the  Company  assets,  as  may  be  determined by the remaining or surviving
Member(s))  shall  be distributed to the Members in accordance with the positive
balances in their Capital Accounts after taking into account all Capital Account
adjustments  for  the  Company  taxable  year.  In the event that a Member has a
negative balance in his Capital Account following the liquidation of the Company
or  his  interest  in  the Company after taking into account all Capital Account
adjustments  for  the Company taxable year in which the liquidation occurs, such
Member  shall  pay to the Company in cash an amount equal to the deficit balance
in  the  Capital  Account  of  such  Member.

(b)     With respect to assets distributed in kind to the Members in liquidation
     or otherwise, (i) any unrealized appreciation or unrealized depreciation in
the  values  of such assets shall be deemed to be profits and losses realized by
the  Company  immediately  prior to the liquidation or other distribution event;
and  (ii) such profits and losses shall be allocated to the Members and credited
or  charged  to their Capital Accounts, and any property so distributed shall be
treated  as a distribution of an amount in cash equal to the excess of such fair
market  value  over the outstanding principal balance of and accrued interest on
any  debt by which the property is encumbered.  For the purposes of this Section
7.2(b),  "unrealized  appreciation"  or "unrealized depreciation" shall mean the
difference between the fair market value of such assets, taking into account the
fair  market value of the associated financing but subject to Section 7701(g) of
the  Code,  and  the Company's basis in such assets as determined under Treasury
Regulation  Section  1.704-1(b).  This  Section  7.2(b)  is  merely  intended to
provide  a  rule  for allocating unrealized gains and losses upon liquidation or
other  distribution  event,  and  nothing  contained  in  this Section 7.2(b) or
elsewhere  in this Agreement is intended to treat or cause such distributions to
be  treated  as  sales for value.  The fair market value of such assets shall be
determined by an appraiser to be selected by the Manager with the Consent of the
Members.

7.3.     Special  Provisions.
         -------------------

Notwithstanding  the  foregoing  provisions  in  this  Article  VII:

(a)     Income,  gain, loss and deduction with respect to Company property which
has  a  variation  between  its  basis  computed  in  accordance  with  Treasury
Regulation  Section  1.704-(b)  and  its  basis  computed for Federal income tax
purposes shall be shared among Members so as to take account of the variation in
     a  manner  consistent with the principles of Section 704(c) of the Code and
Treasury  Regulation  Section  1.704-3.

(b)     Section  704 of the Code and the Treasury Regulations issued thereunder,
including  but  not  limited  to  the  provisions of such regulations addressing
qualified  income  offset  provisions,  minimum gain chargeback requirements and
allocations  of  deductions  attributable  to  nonrecourse  debt  and  partner
nonrecourse  debt,  are  hereby  incorporated  by reference into this Agreement.

7.4.     Distribution  of  Assets  in  Kind.  No  Member shall have the right to
         ----------------------------------
require  any  distribution of any assets of the Company to be made in cash or in
kind.  If  the  Managers  determine to distribute assets of the Company in kind,
such  assets  shall  be  distributed  on the basis of their fair market value as
determined  by the Managers.  Any Member entitled to any interest in such assets
shall,  unless  otherwise determined by the Managers, receive separate assets of
the  Company,  and  not  an  interest  as tenant-in-common with other Members so
entitled  in  each  asset  being distributed.  Distributions in kind need not be
made  on  a  pro-rata  basis  but  may  be  made on any basis which the Managers
determine  to  be  reasonable  under  the  circumstances.


                                  ARTICLE VIII
                             Transfers of Interests
                             ----------------------

8.1.     Transfer  of a Member's Membership Interest.  Subject to the provisions
         -------------------------------------------
of  this  Article VIII, each Member may sell, assign, give, pledge, hypothecate,
encumber or otherwise transfer, including, without limitation, any assignment or
     transfer by operation of law or by order of court, such Member's Membership
Interest  in the Company, with the consent of the other Members and the Managers
(which  may  not  be  unreasonably  withheld  or  delayed).

8.2.     Death,  Incompetence,  Dissolution of a Member.  If a Member dies, such
         ----------------------------------------------
Member's  executor,  administrator,  or trustee, or, if he or she is adjudicated
incompetent,  such Member's guardian, or, if it is a corporation, trust, limited
liability  company  or  partnership  and  is  dissolved,  the  liquidator, shall
automatically  become an assignee (the "Assignee") of the Membership Interest of
the  deceased,  incompetent,  or  dissolved  Member.  The  Assignee  may receive
distributions  and  shall  have  all  the  rights of a Member for the purpose of
settling or managing such deceased or incompetent Member's estate, but shall not
     be  a  Member and shall not have the power to vote such Member's Membership
Interest.  The  Assignee shall also have such power as the decedent, incompetent
or  dissolved  entity  possessed:  (1) to assign all or any part of the Member's
Membership  Interest  subject  to  Section  8.1;  and  (2) to satisfy conditions
precedent to the assignment of the Membership Interest set forth in Section 8.1.

8.3.     Admission  of  Member;  Effect  of  Transfer.
         --------------------------------------------

(a)     If  the transferee of any Member is admitted as a Member or is already a
Member,  the  Member  transferring  its Membership Interest shall be relieved of
liability  with  respect  to  the  transferred  Membership  Interest  arising or
accruing  under  this  Agreement on or after the effective date of the transfer,
unless the transferring Member (the "Transferring Member") affirmatively assumes
     such  liability;  provided, however, that the Transferring Member shall not
                       --------  -------
be  relieved  of  any liability for prior distributions and unpaid contributions
unless  the  transferee  affirmatively  assumes  such  liabilities.

(b)     Any  person who acquires in any manner a Membership Interest or any part
thereof  in  the Company, whether or not such person has accepted and assumed in
writing the terms and provisions of this Agreement or been admitted as a Member,
     shall  be  deemed  by  the  acquisition of such Membership Interest to have
agreed  to  be  subject  to and bound by all of the provisions of this Agreement
with  respect  to  such  Membership  Interest, including without limitation, the
provisions  hereof  with  respect  to any subsequent transfer of such Membership
Interest.

8.4  Right of First Refusal.  All or any part of a Member's Interest in the
Company  proposed to be transferred by a Member shall be subject to the right of
first  refusal  contained  in  this  Section  8.4:

(a)     Notice  of  Proposed  Transfer.  The  Transferring Member, prior to
making  any  proposed  transfer of all or any part of such Transferring Member's
Membership Interest in the Company, shall first give written notice to the other
Members  of  the  proposed transfer and the terms of the proposed transfer (such
notice  being  hereinafter referred to as the "First Offer Notice").  Such First
Offer Notice shall constitute an offer by the Transferring Member to sell to the
other  Members  all,  but  not  less than all, of the Membership Interest in the
Company  that  the  Transferring  Member  proposes  to  transfer  (the  "Offered
Interest")  upon  the  terms and conditions set forth in the First Offer Notice.
The  last of the dates on which, pursuant to the provisions of Section 10.2, the
First  Offer Notice is deemed to be given to the Members is hereinafter referred
to  as  the  "Notice Date."  Those non-transferring Members desiring to purchase
all  or a portion of the Offered Interest shall agree among themselves as to the
portion of the Offered Interest to be purchased by each.  In the absence of such
an agreement, each non-transferring Member desiring to purchase all or a portion
of  the  Offered Interest shall be entitled to purchase a portion of the Offered
Interest  in  the  same  ratio as the percentage of Membership Interests held by
such  non-transferring  Member  holds  relative  to the collective percentage of
Membership  Interests  held by all non-transferring Members desiring to purchase
all  or  a  portion  of  the  Offered  Interest.
(b)     Notice  of  Acceptance.  The  non-transferring  Members  shall have
sixty  (60)  days  from  the Notice Date to purchase the Offered Interest.  Such
election  shall  be  exercised  by  the giving of notice of such exercise to the
Transferring  Member.  No  such  exercise  shall  be valid unless said option to
purchase  has  been  exercised  with  respect  to  the  entire Offered Interest.
(c)     Acceptance of Offer; Closing.  Upon the acceptance by all or some of the
non-transferring Members of the Transferring Member's offer, the transfer of the
Offered  Interest  from the Transferring Member to the purchasing Member(s) (the
"Purchasing  Member(s)") shall be closed and consummated in the principal office
of  the  Company, on or before 11:00 A.M. local time on the ninetieth (90th) day
following  the  Notice Date (or, if such day is not a business day, the business
day  next  following  such day).  At such closing, the Transferring Member shall
execute and deliver all documents and instruments to the Purchasing Member(s) as
are  reasonably  deemed  appropriate by counsel to the Company to effectuate the
transfer.  The  Purchasing  Member(s) shall acquire the Offered Interest subject
to the transfer restrictions of this Agreement as to further Transfers of all or
any  part  of  such  Offered  Interest.
(d)     Transfer  to  Third  Party; Later Transfer.  If the Members fail to give
timely  notice  of  their  desire  to  acquire  the  Offered  Interest, then the
Transferring  Member  shall be permitted to transfer all, but not less than all,
of  the  Offered  Interest;  provided, however, that such transfer shall be made
substantially in accordance with the terms of the proposed transfer as described
in  the  First  Offer  Notice;  and  provided further that such transfer must be
consummated  prior to the one hundred eightieth (180th) day following the Notice
Date;  and  provided  further that such transfer shall comply with all the terms
and  conditions  of this Article VIII.  The transferee shall acquire the Offered
Interest subject to all of the terms and previsions of this Agreement, including
without  limitation,  the  transfer  restrictions and substitution provisions of
this  Article  VIII.  In  the event the Transferring Member fails, prior to such
date,  to  consummate  such  proposed  transfer,  then  prior  to any subsequent
transfer  of  all  or  any  part  of  the  Transferring Member's Interest in the
Company,  the  Transferring  Member shall be required to give the Members Notice
thereof, and the right of first refusal provisions described in this Section 8.4
shall  again  be  exercisable  with  respect  thereto.

                                   ARTICLE IX
                    Dissolution, Liquidation and Termination
                    ----------------------------------------

9.1.     Dissolution.  The Company shall dissolve and its affairs shall be wound
         -----------
     up  upon  the  first  to  occur  of  the  following:

(a)     the  written  consent  of  the  Members;

(b)     the  entry  of  a decree of judicial dissolution under Section 18-802 of
the  Act;  or

(c)     the  consolidation  or  merger  of  the  Company  in which it is not the
resulting  or  surviving  entity.

9.2.     Liquidation.  Upon  dissolution  of the Company, the Managers shall act
         -----------
as  its liquidating trustees or the Managers may appoint one or more Managers or
Members  as  liquidating  trustee.  The  liquidating  trustees  shall  proceed
diligently to liquidate the Company and wind up its affairs and shall dispose of
     the  assets  of the Company as provided in Section 7.2 hereof.  Until final
distribution,  the liquidating trustees may continue to operate the business and
properties  of  the Company with all of the power and authority of the Managers.
As promptly as possible after dissolution and again after final liquidation, the
liquidating  trustees  shall  cause  an  accounting  by the accounting firm then
serving  the  Company  of  the  Company's  assets,  liabilities,  operations and
liquidating  distributions  to  be  given  to  the  Members.

9.3.     Certificate  of  Cancellation.  Upon  completion of the distribution of
         -----------------------------
Company  assets  as  provided  herein,  the Company shall be terminated, and the
Managers  (or  such  other  person  or persons as the Act may require or permit)
shall file a Certificate of Cancellation with the Secretary of State of Delaware
     under  the  Act, cancel any other filings made pursuant to Sections 1.1 and
1.5  and  take such other actions as may be necessary to terminate the existence
of  the  Company.


                                    ARTICLE X
                               General Provisions
                               ------------------

10.1.     Offset.  Whenever  the  Company is obligated to make a distribution or
          ------
payment  to any Member, any amounts that Member owes the Company may be deducted
from  said  distribution  or  payment  by  the  Managers.

10.2.     Notices.  Except  as  expressly  set  forth  to  the  contrary in this
          -------
Agreement,  all notices, requests, or consents required or permitted to be given
under  this  Agreement  must  be  in  writing  and  shall be deemed to have been
properly  given  if  sent  by  registered or certified mail, postage prepaid, by
commercial overnight courier, by facsimile or if delivered in hand to Members at
     their  addresses  on  Schedule  A,  or  such  other address as a Member may
                           -----------
specify  by  notice  to  the  Managers and to the Company or the Managers at the
address  of  the  principal  office  of  the  Company  specified in Section 1.3.
Whenever  any  notice  is  required  to be given by law, the Certificate or this
Agreement,  a  written  waiver thereof, signed by the person entitled to notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.

10.3.     Entire  Agreement;  Binding  Effect.  This  Agreement  constitutes the
          -----------------------------------
entire  agreement  of  the  Members and the Managers relating to the Company and
supersedes  all  prior oral or written agreements or understandings with respect
to  the  Company.  This Agreement is binding on and inures to the benefit of the
parties  and  their  respective  successors,  permitted  assigns  and  legal
representatives.

10.4.     Amendment  or  Modification.  Except  as specifically provided herein,
          ---------------------------
this  Agreement  may  be amended or modified from time to time only by a written
instrument  signed  by  all  of  the  Members.

10.5.     Governing  Law; Severability.  This Agreement is governed by and shall
          ----------------------------
be  construed  in accordance with the law of the State of Delaware, exclusive of
its  conflict-of-laws  principles.  In  the  event  of  a  conflict  between the
provisions  of  this  Agreement and any provision of the Certificate or the Act,
the  applicable  provision  of  this  Agreement  shall  control,  to  the extent
permitted by law.  If any provision of this Agreement or the application thereof
     to  any  person  or  circumstance  is  held invalid or unenforceable to any
extent,  the  remainder  of this Agreement and the application of that provision
shall  be  enforced  to  the  fullest  extent  permitted  by  law.

10.6.     Further  Assurances.  In  connection  with  this  Agreement  and  the
          -------------------
transactions  contemplated  hereby,  each  Member  shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
     necessary  or  appropriate to effectuate and perform the provisions of this
Agreement  and  those  transactions,  as  requested  by  the  Managers.

10.7.     Waiver of Certain Rights.  Each Member irrevocably waives any right it
          ------------------------
     may  have  to  maintain  any  action  for dissolution of the Company or for
partition  of  the property of the Company.  The failure of any Member to insist
upon  strict performance of a covenant hereunder or of any obligation hereunder,
irrespective  of  the length of time for which such failure continues, shall not
be  a  waiver of such Member's right to demand strict compliance herewith in the
future.  No  consent  or  waiver,  express  or  implied,  to or of any breach or
default  in  the  performance  of  any  obligation  hereunder shall constitute a
consent or waiver to or of any other breach or default in the performance of the
same  or  any  other  obligation  hereunder.

10.8.     Third-Party  Beneficiaries.   The provisions of this Agreement are not
          --------------------------
intended to be for the benefit of any creditor or other person to whom any debts
     or  obligations are owed by, or who may have any claim against, the Company
or  any  of  its  Members  or  Managers, except for Members or Managers in their
capacities  as  such.  Notwithstanding any contrary provision of this Agreement,
no  such  creditor  or  person  shall  obtain any rights under this Agreement or
shall,  by  reason of this Agreement, be permitted to make any claim against the
Company  or  any  Member  or  Manager.

10.9.     Interpretation.  For the purposes of this Agreement, terms not defined
          --------------
     in  this  Agreement shall be defined as provided in the Act; and all nouns,
pronouns  and  verbs  used  in  this  Agreement shall be construed as masculine,
feminine, neuter, singular, or plural, whichever shall be applicable.  Titles or
captions  of Articles and Sections contained in this Agreement are inserted as a
matter  of convenience and for reference, and in no way define, limit, extend or
describe  the  scope  of  this  Agreement or the intent of any provision hereof.

10.10.     Counterparts.  This  Agreement  may  be  executed  in  any  number of
           ------------
counterparts  with  the  same  effect  as  if  all  parties  had signed the same
document,  and all counterparts shall be construed together and shall constitute
the  same  instrument.

            [The remainder of this page is left intentionally blank.]

<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement under
seal  as  of  the  date  set  forth  above.

MANAGERS  AND  MEMBERS:

          AFG  INVESTMENT  TRUST  C

By:  AFG ASIT CORPORATION, not in its individual capacity but solely as Managing
Trustee

By:  ___________________________________

Its:  ___________________________________


     AFG  INVESTMENT  TRUST  D

By:  AFG ASIT CORPORATION, not in its individual capacity but solely as Managing
Trustee

By:  ___________________________________

Its:  ___________________________________




<PAGE>
                      OPERATING AND JOINT VENTURE AGREEMENT
                                       OF
                                  C & D IT LLC

                                   Schedule A
                                   ----------


                                     MEMBERS



                                          Membership
          Name and Address of Member     Contribution          Interest
          --------------------------     ------------     -------------

          AFG  INVESTMENT  TRUST  C       $1,000,000        50%
          c/o  AFG  ASIT  Corporation,
            its  Managing  Trustee
          200  Nyala  Farms
          Westport,  CT  06880

          AFG  INVESTMENT  TRUST  D       $1,000,000        50%
          c/o  AFG  ASIT  Corporation,
            its  Managing  Trustee
          200  Nyala  Farms
          Westport, CT 06880