EXHIBIT  10.21


                       AMENDMENT TO PARTNERSHIP AGREEMENT
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                                       OF
                                       --
                 BMIF/BSLF II RANCHO MALIBU LIMITED PARTNERSHIP
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               an Illinois limited partnership (the "Partnership")
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     This Amendment to Partnership Agreement is made as of the 5th day of March,
2002  by  and  between Semele Group, Inc., a Delaware corporation ("Semele"), as
sole  limited  partner,  BSLF  II  Rancho  Malibu Corp., an Illinois corporation
("BSLF"),  as  general  partner,  and  upon the execution and delivery hereof, a
co-managing  general  partner,  and  C  & D IT LLC, a Delaware limited liability
company  ("C  & D"), upon he execution and delivery hereof a co-managing general
partner.

RECITALS:

     WHEREAS:

A.     The  Partnership  exists under the terms of a certain limited partnership
agreement  dated  as  of  the 1st day of July, 1992 as subsequently modified and
amended  (the  "Partnership  Agreement");  and
B.     Prior  to  the  execution and delivery of this Amendment, Semele and BSLF
were  the  sole  limited  and general partners, respectively, of the Partnership
(together,  the  "Old  Partners");  and
C.     The  Old  Partners desire to admit C & D as a co-managing general partner
of the Partnership and desire to enter into this Amendment for such purpose; and
D.     Semele is willing to make a capital contribution of all of the membership
     interests  in  RM  Financing  LLC,  a  Delaware  limited liability company;
E.     In  consideration of its admission as co-managing general partner and the
capital  contribution by Semele, C & D is willing to make a capital contribution
$2,000,000  to  the  Partnership;  and
F.     The  Old Partners and C & D (collectively the "Partners" and individually
a "Partner") also desire to make certain changes to the terms of the Partnership
Agreement  and  desire  to  enter  into  this  Amendment  for  such  purpose;
     NOW,  THEREFORE,  in  consideration of the Recitals, which are incorporated
herein,  the  mutual covenants contained herein, and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties  agree  as  follows:

1.     Definitions.  Except  as  otherwise defined in this Amendment, terms used
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herein  shall  have  the  same  meaning  as  in  the Partnership Agreement.  The
following  specific  definitions  shall  apply  with  respect to this Amendment:
"Affiliate"  of  a  Person  means a Person who controls, is controlled by, or is
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under  common  control  with  such  Person.  For  purposes  of  this definition,
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"control"  means  the ability to control the management or policies of a Person,
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whether  through  the  ownership of voting securities, by contract or otherwise.
 "CERCLA"  means  the  Comprehensive  Environmental  Response,  Compensation and
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Liability  Act  of  1980,  as  amended  (42  U.S.C.   9601  et  seq.).
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"Clean  Water Act" means the Federal Water Pollution Control Act, as amended (33
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U.S.C.  1251  et  seq.).
"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
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"Environmental  Citations"  means  any  written  notice, communication, inquiry,
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warning,  citation,  summons,  directive, injunction, order or claim, concerning
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the ownership, maintenance, operation or occupancy of the Malibu Property or any
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portion  thereof  by  the  Partnership  or  any  other  person, which relates to
Hazardous Activity, Hazardous Materials or violation of any Environmental Law in
connection  with  the Malibu Property or any portion thereof, or any leachate or
contamination  or  materials  emanating  therefrom.
"Environmental  Laws"  means  all  applicable foreign, federal, state, regional,
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county  and local administrative, regulatory and judicial laws, rules, statutes,
 --
codes,  ordinances,  regulations,  binding  interpretations,  binding  policies,
licenses,  permits,  approvals,  plans,  authorizations,  directives,  rulings,
injunctions,  decrees,  orders,  judgments,  common law and any similar items in
effect on the date of this Amendment and through the date hereof relating to the
protection  of  human health, safety, or the environment (including ambient air,
surface  water,  ground  water,  land  surface or subsurface strata); including,
without  limitation,  the  following  laws,  as  amended:  (a)  CERCLA;  (b) the
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Hazardous  Materials  Transportation  Control  Act  of 1970 (49 U.S.C.   1802 et
seq.);  (c)  the  Resource Conservation and Recovery Act of 1976, as amended (42
U.S.C.   6901 et seq.); (d) the Clean Water Act; (e) the Safe Drinking Water Act
(42  U.S.C.   300h  et  seq.); (f) the Clean Air Act (42 U.S.C.   1857 et seq.);
(g)  the  Solid  Waste  Disposal  Act  (42 U.S.C.   6901 et seq.); (h) the Toxic
Substances  Control  Act  (15 U.S.C.   2601 et seq.); (i) the Emergency Planning
and  Community  Right-to-Know  Act  of 1986 (42 U.S.C.   11001 et seq.); (j) the
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.   136 et seq.); (k)
the  Radon  Gas  and Indoor Air Quality Research Act (42 U.S.C.   7401 et seq.);
(l)  the  National  Environmental Policy Act of 1975 (42 U.S.C.   4321); (m) the
Rivers  and Harbors Act of 1899 (33 U.S.C.   401 et seq.); (n) the Oil Pollution
Act  of  1990  (33  U.S.C.   3321 et seq.); (o) the Porter-Cologne Water Quality
Control  Act  (Cal.  Wat.  Code  13020 et seq.); (p) the Safe Drinking Water and
Toxic Enforcement Act of 1986 (Cal. Health & Saf. Code   25300 et seq.); (q) the
Hazardous  Substance  Account  Act (Cal. Health & Saf. Code  25300 et seq.); (r)
the  Hazardous  Waste Control Act (Cal. Health & Saf. Code   25100 et seq.); (s)
Section 2782.6(d) of the California Civil Code and Chapter 11 of Title 22 of the
California  Code  of  Regulations;  and  (t)  any  and  all  laws, rules, codes,
ordinances,  regulations,  binding  interpretations, binding policies, licenses,
permits,  approvals,  plans,  authorizations,  directives, rulings, injunctions,
decrees,  orders  and  judgments  relating  to  hazardous  wastes,  hazardous
substances,  toxic  substances,  pollution,  water  safety,  polychlorinated
biphenyls,  petroleum  (its  derivatives,  by-products,  or  constituents)  the
protection  of  human  health,  safety,  or  the  environment.
 "Hazardous  Activity"  means  the generation, transportation, deposit, disposal
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(including,  without  limitation,  arrangement  for  placement  in any landfill,
temporary  or  permanent  holding  area,  impoundment,  sump  or dump), dumping,
escaping,  placing,  dispersal,  release, discharge, spill, emission, injection,
leak,  leaching,  migration  of Hazardous Materials in, on, under, about or from
any  specified  property  or  any  part  thereof  into  the  indoor  or  outdoor
environment  including,  without  limitation,  the  ambient  air, surface water,
groundwater or surface or subsurface strata and any other act or thing, business
or  operation, that materially increases the danger, or risk of danger, or poses
an  unreasonable  risk  of  harm to persons or property, on or off any specified
property,  or  which may materially adversely impact the value of such specified
property.
"Hazardous  Material"  means  any solid, liquid or gaseous material, alone or in
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combination,  mixture  or  solution,  which  is defined, listed or identified as
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"hazardous"  (including "hazardous substances" and "hazardous wastes"), "toxic",
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a  "pollutant"  or  a "contaminant" pursuant to any Environmental Law including,
without  limitation,  asbestos,  urea  formaldehyde,  polychlorinated  biphenyls
(PCB's),  radon,  fuel oil, petroleum (including its derivatives, by-products or
other  constituents)  and  any other dangerous, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic or mutagenic material which is prohibited,
limited,  controlled  or regulated under any Environmental Law, or which poses a
threat  or  nuisance  to  the  safety  or  health of any person on any specified
property  or  any  property  geologically  or  hydrologically  adjacent  to,  or
surrounding,  such  specified  property  or  the environment, or the presence of
which  could  constitute  a  trespass  by  the  Partnership.
"Improvements" means the improvements to the Malibu Property as are described in
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the  Plans  and  Specifications  (as  hereinafter  defined)  including,  without
limitation,  forty-six  (46)  single-family  finished lots, together with roads,
sewers,  utilities  and  other on-site and off-site improvement, including those
improvements  required  to  be  constructed  by  the  Project  Requirements.
 "Malibu  Property" means approximately 274 acres of undeveloped land located in
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Los  Angeles  County,  California,  as  more  particularly  described  in  the
Partnership  Agreement.
"Material  Adverse  Effect" means a material adverse effect (a) on the business,
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assets  or  financial condition of the Partnership, or (b) on the ability of the
Partnership  to  carry  on  its  business,  as  it is presently being conducted,
including  without  limitation  the  development  of  the  Project.
"Permits"  means  all  governmental  or  other  licenses,  permits certificates,
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approvals,  authorizations and orders material to the ability of the Partnership
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to  carry  on  its business as it is presently being conducted (other than those
relating  to the Benefit Plans), including without limitation those necessary to
construct,  subdivide,  occupy,  operate,  market and sell the Property (and any
portion  or  subdivision  thereof)  in accordance with all Project Requirements.
"Benefit  Plans"  means  all  "employee  benefit  plans,"  within the meaning of
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Section  3(3)  of  ERISA  (other  than  any plan which is exempt from Title I of
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ERISA),  for  the  employees  or  former  employees of the Partnership, or their
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respective  dependents,  survivors  or  beneficiaries,  (a)  which are currently
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maintained  by  the  Partnership,  (b)  which  were previously maintained by the
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Partnership  within  the six (6) year period preceding the date hereof or (c) in
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which  the  Partnership  is or was, within such six-year period, a participating
employer.
"Plans and Specifications" means those certain Plans and Specifications prepared
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for  the  Project.
"Project"  means  (i)  the  subdivision of the Property (as hereinafter defined)
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into  forty-six  (46)  single-family  lots,  three  (3) open space lots, one (1)
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sewage  treatment  lot,  and  one (1) road lot; and (ii) the construction of the
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Improvements  (as  hereinafter  defined),  all  in  accordance  with the Project
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Requirements  (as  hereinafter  defined).
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"Project  Requirements"  means  all  applicable  federal, state, local and other
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laws,  regulations,  codes,  orders,  ordinances,  policies, rules, regulations,
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reports,  standards,  statutes,  and  agreements  that  apply  or pertain to the
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Project,  including without limitation those relating to fire, safety, land use,
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health,  labor, environmental protection, seismic design, conservation, parking,
zoning  and  building,  and  all  restrictive covenants (if any) and other title
encumbrances,  affecting  all  or  any  part of the Property or the Improvements
constructed  thereon.
"Property"  means  the Malibu Property and all related permits, engineering work
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product,  Improvements  and  assets  and  entitlements  required  to develop the
Project  in  accordance  with  the  Project  Requirements.
"Semele"  means  Semele  Group  Inc.,  a  Delaware  corporation
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2.     Capital  Contributions.
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     (a)  In  consideration of its admission to the Partnership as a co-managing
general  partner, C & D hereby agrees to make a Capital Contribution (the "C & D
Capital  Contribution")  to  the  Partnership  in  the  amount  of $2,000,000 in
immediately  available  funds.  For  the  avoidance  of doubt, the C & D Capital
Contribution  shall  not  be deemed to trigger any obligation on the part of the
Old  Partners  to  make  any Additional Capital Contribution to the Partnership.
     (b)  In  order  to  induce  C  &  D to make the C & D Capital Contribution,
Semele  hereby  agrees  to  make a capital contribution of all of the membership
interests  it  holds  in RM Financing LLC, a Delaware limited liability company,
pursuant  to the terms of a Contribution, Assignment and Assumption Agreement of
even  date  herewith  by  and  between  Semele and the Partnership  (the "Semele
Capital  Contribution").

3.      Admission of C & D.  Upon payment of the C & D Capital Contribution, C &
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     D shall be deemed to have been admitted to the Partnership as a co-managing
general  partner  and C & D shall have the benefit of all rights and be bound by
all  obligations  as  a  Partner  in  the  Partnership.

4.     C  &  D  Capital Account.  As of the date hereof, C & D's Capital Account
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shall  be  $2,000,000.

5.     Percentage  Interests.  Upon  the  payment  of  the  C  &  D  Capital
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Contribution,  the  contribution  of  the  Semele  Capital  Contribution and the
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execution  and  delivery  of  this  Amendment,  the  Percentage Interests of the
Partners  shall  be  as  reflected  on  Exhibit "A" attached hereto and shall be
incorporated  herein  by  reference.

6.     Right  of  First Offer.  The right of first offer pursuant to Section 8.3
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of  the Partnership Agreement shall benefit each Partner.  An Offeror shall make
an Offer to each Partner other than the Offeror, each of whom shall be deemed an
Offeree  under  the  Partnership  Agreement.  In  the  event  that more than one
Offeree  accepts  an Offer, then each accepting Offerees shall have the right to
purchase a percentage of the Offeror's Partnership Interest, calculated based on
a  fraction,  the  numerator of which is the Partnership Interest of the Offeree
and  the denominator of which is the total Partnership Interest of all Offerees.

7.     Special  Distribution  to  Semele.  Notwithstanding  any provision of the
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Partnership  Agreement  to the contrary, including, without limitation, Sections
3.3  and  3.4, upon the execution and delivery of this Amendment and the receipt
by  the  Partnership  of  the  C & D Capital Contribution, the Partnership shall
distribute $2,000,000.00 to Semele in repayment to Semele of debt owed to Semele
by  the  Partnership.

8.     Distributions.  Subject  only  to  the  terms  of  this  Amendment  and
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notwithstanding  any  provision  of  the  Partnership Agreement to the contrary,
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including, without limitation, the provisions of Sections 3.4, and 3.5, from and
after  the  date  hereof,  Cash  From  Operations  and  Cash  From  Financing
(collectively  the "Cash Flow") shall be distributed to the Partners as follows:
(a)     80%  of  the  Cash Flow shall be distributed to C & D until such time as
the  total  sum  of  $2,000,000.00 plus a rate of return thereon equal to 6% per
annum  has  been  paid  to  C  &  D.
(b)     Until  such  time  as  all  the full amount of the distribution to C & D
described  in  (a) above has been made, the remaining 20% of the Cash Flow shall
be  distributed  to  BSLF.
(c)     From  and  after such time as the distribution to C & D described in (a)
above  has been made in full, 100% of the Cash Flow shall be distributed to BSLF
until  such  time  as  an  aggregate  sum of $9,000,000.00 plus a rate of return
thereon  equal to 6% per annum (such amount to be inclusive of any distributions
made  pursuant  to  (b)  above)  has  been  distributed  to  BSLF.
(d)     From  and  after such time as the distributions set forth in (a) and (c)
have  been  made, the Cash Flow shall be distributed 25% to C & D and 75% to the
Old  Partners, and the Old Partners shall share such distributions in proportion
(as  between  the  Old  Partners)  to  their  respective  Percentage  Interests.

9.     Management.  Notwithstanding  any  provision of the Partnership Agreement
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to  the contrary, including without limitation Section 5.1, for so long as C & D
is  a  Partner:  (i)  it is the intent and shall be the practice of the Partners
that  the  management and control of the operations, business and affairs of the
Partnership  shall  be  jointly  and  equally  vested  in C & D and BSLF and all
decisions  with respect to such management and control shall be made unanimously
by  C  &  D and BSLF, and (ii) all provisions of the Partnership Agreement which
require  the  approval  of  "BSLF  II"  shall  be  deemed  to mean the unanimous
approval  of  both  C  &  D  and  BSLF.

10.     Buy/Sell  Option.  From  and  after the date hereof and continuing until
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such time as C & D is no longer a Partner, the parties hereto covenant and agree
that  no  Partner  shall  have  the right to exercise any rights granted to such
Partner  pursuant  to  Article  XII  of  the  Partnership  Agreement.

11.     Contingent  Return of Capital.  C & D is making its Capital Contribution
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in  reliance  on  the  representation, warranty and covenant of the Old Partners
that  the  Old  Partners  will  approve, execute and deliver a [Contribution and
Assumption  Agreement],  by  and  between  the  Old  Partners  and RMLP, Inc., a
Delaware  corporation,  in  a form reasonably acceptable to C & D, and close the
transactions contemplated thereby (the "RMLP Closing").  If (i) the RMLP Closing
has  not  been  consummated  for  any  reason  within  forty-five days after the
deadline  for the delivery of consents relating to the requisite approval of the
beneficial  interest  holders  of  the  members  of  C  &  D to the transactions
contemplated by the RMLP Closing, or (ii) the members of C & D have not obtained
consents sufficient for such approval by the deadline therefor, then C & D shall
have  the right, exercisable in its sole and exclusive discretion, to demand the
Old  Partners  to  immediately  disgorge or cause the Partnership to immediately
disgorge  the  C  & D Capital Contribution.  The obligations of the Old Partners
and  the  Partnership  under  this  Section (the "Secured Obligations") shall be
secured  by  the following (together, the "Security Documents"): (i) a pledge of
all  of  the  BSLF  capital  stock  held by Semele, substantially in the form of
Exhibit  B hereto, (ii) a pledge of all of the Partnership Interests held by the
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Old Partners, substantially in the form of Exhibit C hereto, and (iii) a Deed of
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Trust  granting  a  security  interest  in  all  of  the property, both real and
personal,  of  the  Partnership,  substantially in the form of Exhibit D hereto.
                                                               ------- -
Upon discharge in full of the Secured Obligations, C & D's interest as a Partner
hereunder  shall be extinguished and all of C & D's rights and obligations under
this  Agreement  shall  terminate.

12.     Representations  and  Warranties.
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     A.  Representations  and  Warranties  of  the  Partnership and Semele.  The
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Partnership and Semele, hereby severally represent and warrant to C & D that the
following  representations and warranties are true and correct as of the date of
this  Amendment:

(1)     Necessary  Authorization  or Approvals.  The Partnership and Semele
have  full  power, authority and legal capacity to execute and deliver, or cause
to  be  executed  and  delivered,  this  Amendment  and the other agreements and
instruments  to  be executed and delivered by the Partnership or Semele pursuant
hereto  and  to consummate the transactions contemplated hereby.  This Amendment
has  been  duly  executed  and  delivered  by  the  Partnership  and  Semele and
constitutes  the legal, valid and binding obligation of each of them enforceable
in  accordance  with  its  terms.

(2)Third  Party  Consents  and  Approvals.  Except as set forth in Schedule
                                                                        --------
12(a)(2),  neither  the execution, delivery or performance of this Amendment nor
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the  consummation  of  the transactions contemplated hereby is prohibited by, or
requires  the  Partnership  or  Semele  to  obtain  any  consent, authorization,
approval  or  registration  under, any law, rule or regulation, or any judgment,
order,  writ,  injunction,  or  decree,  which  is  binding  upon  either of the
Partnership  or  Semele or any property or asset of the Partnership or Semele or
the  terms  of  any  contract  to which either of the Partnership or Semele is a
party  or  to  which any property or asset owned by the Partnership or Semele is
subject.  Except  as  set forth in Schedule 12(a)(2), the execution and delivery
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of  this  Amendment  does  not,  and  the  consummation  of  the  transactions
contemplated  hereby  will  not,  violate  any  provision  of,  or result in any
acceleration of any obligations under, or the creation or imposition of any lien
pursuant  to,  any  mortgage,  lien,  lease,  agreement,  instrument,  order,
arbitration  award, judgment or decree (including, without limitation, those set
forth  in  the Schedules hereto) and will not violate or conflict with any other
material restriction of any kind or character to which the Partnership or Semele
or  any  property  or  asset  of  the  Partnership  or  Semele  is  subject.

(3)     Organization, Powers, Ownership and Assets of the Partnership.  The
Partnership  is  a limited partnership duly organized and validly existing under
the laws of the State of Illinois and has the power to carry on its business, as
such  business  is  now  being  conducted,  and  to  own,  lease  or operate the
properties  and  assets  it now owns, leases or operates.  There are no existing
options, warrants, contracts, calls, commitments, demands or other agreements of
any  character to which the Partnership or Semele is a party which could require
the  purchase  or  sale of any Percentage Interest, including without limitation
the  Percentage  Interest  held  by Semele.  The Property constitutes all of the
material  assets  of  the  Partnership.

(4)     Qualification or Licensing to Carry on Business; Subsidiaries.  The
Partnership  has  not failed to qualify to do business in any jurisdiction where
such qualification is required and where the failure to be so qualified would or
could have a Material Adverse Effect.  The Partnership does not have, nor has it
ever  had,  any  subsidiaries  whatsoever.  Additionally, except as set forth in
Schedule  12(a)(4),  the  Partnership  has never entered into any joint ventures
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(5)     Liabilities.

(a)     Schedule  12(a)(5)  lists  all  agreements,  notes, instruments or other
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documents  relating  to (i) indebtedness owed by or to the Partnership, and (ii)
money borrowed or loaned by or to the Partnership in satisfaction of obligations
     of or to the Partnership, including but not limited to all mortgages, loan,
credit,  surety,  guarantee,  and lease-purchase arrangements or other financing
agreements  to which the Partnership is a party; and (iii) all conditional sales
contracts,  chattel mortgages and other security agreements or arrangements with
respect  to  personal property used or owned by the Partnership, copies of which
have  been  delivered  previously  to  C  &  D.
(b)     Except  as  set  forth in Schedule 12(a)(5)(b) hereto, since February 6,
                                  --------------------
2002,  the  only  additional  liabilities  which  have  been  incurred  by  the
Partnership are of such a nature as are comparable to those normally incurred in
the  ordinary  course  of  business  during  a  comparable period of operations.
(c)     Except  as  set forth in Schedule 12(a)(5)(c) hereto, the Partnership is
                                 --------------------
not  subject  to  any  material  liability  or  obligation,  whether absolute or
contingent,  accrued  or  prospective,  fixed  or  variable.
(d)     Except  as  set  forth in Schedule 12(a)(5)(d), the Partnership is not a
                                  --------------------
party  to  or subject to, and no property or asset of the Partnership is subject
to,  any  judgment,  order, decree, stipulation or consent of or with any court,
governmental  body  or  agency which does or may have a Material Adverse Effect.
(e)     The  Partnership  is  not  a  party to or subject to, and no property or
asset  of  the Partnership is subject to, any contracts or commitments requiring
performance  by the Partnership of obligations thereunder beyond a one-year term
following  the  Closing.

(6)     Compliance  with  Law and Permits.  Except as set forth in Schedule
                                                                   --------
12(a)(6) hereto, (a) the business of the Partnership has been at all times prior
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to  the  date  hereof,  and  is currently being operated, in compliance with all
applicable  governmental and regulatory laws, rules, regulations and ordinances,
the non-compliance with which could or would have a Material Adverse Effect, (b)
the  development  of the Project is in compliance with all Project Requirements;
(c)  all  Permits  (as  hereinafter  defined,  including without limitation, all
Permits  required  to construct and complete the Project) have been obtained and
are in full force and effect, except those which the failure to obtain would not
result  in  a Material Adverse Effect; and (d) no claim has been made in writing
(or to knowledge) by any governmental or regulatory authority (and no such claim
is  anticipated),  to  the effect that the business conducted by the Partnership
fails  to  comply  with  any  law,  rule,  regulation  or  ordinance, or Project
Requirements,  or  that a Permit is necessary with respect thereto (without such
Permit having been obtained promptly after receipt of notice of any such claim).
Schedule  12(a)(8)  lists  all  Permits  obtained  by the Partnership (including
------------------
without limitation, all Permits required to construct and complete the Project),
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complete  and  correct  copies  of  which  have  been  delivered  to  C  &  D.

(7)     Environmental  Matters.

(a)     Except as set forth in Schedule 12(a)(7)(a), the location, construction,
                               --------------------
     ownership, occupancy, maintenance, operation and use of the Malibu Property
is  in  compliance  with  all  Environmental Laws, the non-compliance with which
would  or  is  reasonably  likely  to  have  a  Material  Adverse  Effect.
(b)     Except as set forth in Schedule 12(a)(7)(b), all Permits with respect to
                               --------------------
the use of the Malibu Property which are required pursuant to Environmental Laws
have  been  obtained  and  the same are in full force and effect (other than any
Permit  where  the  failure  to obtain such Permit or its lapse would not have a
Material  Adverse  Effect)  and  there  has  been  no  change  in  any  fact  or
circumstance  reported  or  assumed in any application for or grant thereof that
would  or is reasonably likely to have a Material Adverse Effect on the validity
of  any  such  Permit  or  the  renewal  or  transfer  thereof.
(c)     Except  as set forth in Schedule 12(a)(7)(c), (i) Neither Semele nor the
                                --------------------
Partnership  has received (nor has knowledge of) any Environmental Citations and
(ii)  no  Environmental  Citation  is  pending  or,  to the knowledge of Semele,
threatened under any Environmental Law concerning the past or present ownership,
maintenance,  operation  or  occupancy  of  the  Malibu Property, or any portion
thereof  or concerning the Partnership or which relates to Hazardous Activity or
Hazardous Materials.  Except as set forth on Schedule 12(a)(7)(c) hereto, to the
                                             --------------------
knowledge  of  Semele, no basis exists for any governmental investigation or any
such  Environmental  Citation to be instituted or filed.  Except as set forth in
Schedule  12(a)(7)(c) Semele has not been advised in writing by any governmental
 --------------------
agency  or any previous owner that any previous owner or any past operator, user
or  occupant  of  the  Malibu Property has received any Environmental Citations.
(d)     Except  as  set  forth  in Schedule 12(a)(7)(d), the Partnership has not
                                   --------------------
permitted,  conducted,  nor  is Semele or the Partnership aware of any Hazardous
Activity  conducted  with  respect  to  the  Malibu Property in violation of, or
creating  any  liability  under,  any  Environmental Law the non-compliance with
which  or  liability  under  would  or  is  reasonably likely to have a Material
Adverse  Effect.
(e)     Except as set forth in Schedule 12(a)(7)(e), to the knowledge of Semele,
                               --------------------
there  are  no  Hazardous Materials present in the surface water, groundwater or
soil  (either  surface  or  subsurface)  at  the  Malibu  Property  or  at  any
geologically or hydrologically connected property including, without limitation,
any  Hazardous  Materials  contained  in  barrels,  above or underground storage
tanks, landfills, land disposals, land treatment units, waste piles, containment
buildings,  dumps, solid waste management units, equipment (movable or fixed) or
other  containers, either temporary or permanent, and deposited or located in or
on  land,  water,  sumps,  or  any  other  part  of  the Malibu Property or such
connected property, or incorporated into any structure thereon, in violation of,
or  creating  any liability under, any Environmental Law the non-compliance with
which  or  liability  under  would  or  could  have  a  Material Adverse Effect.
(f)     Except  as  set  forth  in Schedule 12(a)(7)(f), the Partnership has not
                                   --------------------
been  accused, or found liable under any Environmental Law and, to the knowledge
of Semele, the Partnership is not now under investigation in respect thereof and
neither  the  Malibu  Property  nor any other site or facility (as defined under
CERCLA)  of  the  Partnership  is listed or proposed for listing on the National
Priorities  List  or  is  listed  on  the  Comprehensive Environmental Response,
Compensation,  Liability  Information  System  List  or  any  comparable  list
maintained  by any foreign, federal, state, regional, county or local authority.
Except as set forth in Schedule 12(a)(7)(f) there are no proceedings pending, or
                       --------------------
to  the  knowledge of Semele, threatened, under any Environmental Law against or
affecting  the  Partnership  or  the  Malibu Property in any court or before any
governmental  authority  or  arbitration  board  or tribunal which, if adversely
determined,  would  or could have a Material Adverse Effect.  The Partnership is
not  in default with respect to any order of any court or governmental authority
or  arbitration  board  or  tribunal  relating  to  Environmental  Laws.

(8)     Absence  of Certain Changes or Events.  Since February 6, 2002, the
business  of  the  Partnership  has  been  conducted in the ordinary course and,
except  as  set  forth  in  Schedule  12(a)(8), the Partnership has not taken or
                            ------------------
suffered  any action or entered into any material transaction, including but not
limited  to  the  following,  except  in  the  ordinary  course  of  business:

(a)     mortgaging,  pledging or subjecting to lien, charge or other encumbrance
any  assets,  or  entering into any agreement resulting in the imposition of any
such  mortgage,  lien  or  charge;
(b)     selling  or  purchasing,  assigning  or  transferring  any  intangible
property;
(c)     suffering any casualty losses, whether insured or uninsured, and whether
or  not  in the control of Semele or the Partnership, in excess of $5,000 in the
aggregate,  or  waiving any rights of any material value, individually or in the
aggregate;
(d)     incurring  any  indebtedness  for  money  borrowed  or  any  noncurrent
indebtedness  for  the  purchase  price  of  any  fixed  or  capital  asset;
(e)     except  in  the  ordinary  course  of business, making (i) any change in
properties  and  assets  or  in liabilities, (ii) any commitment for any capital
expenditure  or (iii) any sale, lease or other disposition of any capital asset;
(f)     making  any  change  in  the  Partnership  Agreement;
(g)     (i)  issuing  any  new  Percentage  Interest  to  a  third party or (ii)
granting or issuing any option or warrant for the purchase of any new Percentage
Interest  to  a  third  party,  or  made  any  commitment  relating  thereto;
(h)     making  any  distribution  or  payment  to  Semele;
(i)     amending, making or entering into any agreement with any employee, agent
or  consultant;
(j)     amending  any  material  contract,  lease  or  agreement  listed; and/or
(k)     voluntarily  incurring any material obligation or liability, absolute or
contingent,  except  in  the ordinary course of business or pursuant to existing
contracts  and  agreements  described  in  this  Amendment  or  in the schedules
delivered  pursuant  hereto.
     Since  February  6,  2002, there has been no material adverse change in the
results  of  operations,  revenues,  manner  of  conducting  business, condition
(financial  or  otherwise)  or any material adverse change in any material asset
(including,  without  limitation,  accounts receivable) of the Partnership since
such  date, and no event has occurred which has resulted, or which is reasonably
likely  to  result,  in  a  Material Adverse Effect.  Semele is not aware of any
event, circumstance or condition which could reasonably be expected to result in
any  such  Material  Adverse  Effect.

(9)     Tax  Returns  and  Liabilities.  The  Partnership  is  taxed  as  a
partnership  and,  as  such,  is  a  flow  through  entity  for  tax  purposes.

(10)     Title to and Use of Properties; Absence of Liens and Encumbrances, etc.

(a)     Schedule 12(a)(10)(a) lists all leases of real property and all material
        ---------------------
     leases  of personal property to which the Partnership is a party, either as
lessor or lessee, including location or description of property; name of lessor;
termination  date  or notice requirement with respect to termination; and annual
rental  and  terms  of payment.  Complete and correct copies of such leases have
been  delivered  to  C  &  D.
(b)     Except  for  the Malibu Property, the Partnership has not owned nor does
it  currently own any fee interest in any real property, nor has the Partnership
agreed  to  purchase  or  is  it  obligated to purchase any interest in any real
property.  There  are  no  outstanding  contracts  of sale, options to purchase,
rights  or  first  refusal  or  rights of first offer with respect to all or any
portion  of  the  Malibu  Property.
(c)     Except  as  disclosed in Schedule 12(a)(10)(c), the Partnership has good
                                 ---------------------
and marketable title to all of the properties and assets, real and personal, the
Partnership purports to own which form a part of the business of the Partnership
including,  without  limitation,  the  properties  and assets of the Partnership
(other  than  such  properties  and  assets as shall have been sold or otherwise
disposed  of in the ordinary course of business) free and clear of any agreement
or  understanding  with  respect  to the use or possession thereof or any rights
thereto and of all liens (including, without limitation, statutory liens arising
by  reason  of labor or materials furnished or claimed to have been furnished to
the  Partnership  or  any  predecessor  in  interest),  mortgages,  pledges,
encumbrances, security interests, conditional sales agreements or charges of any
kind  or  character  except  (i)  encumbrances  solely  with respect to personal
property  incurred  in  the  ordinary  course  of  business;  (ii)  liens  and
encumbrances on the Property reflected in that certain ALTA Loan Policy of Title
Insurance  dated  February  21, 2001 issued to Seller by Lawyers Title Insurance
Company  as  Policy No. 5104950-M; (iii) liens for current taxes and assessments
not  yet  due and payable; and (iv) encumbrances solely with respect to personal
property which are minor in amount and do not materially impair the value or use
in  accordance  with  past  practices  of  the  assets  affected  thereby.
(d)     The  Partnership  has  the right to use all real and personal properties
presently  utilized in the business of the Partnership that are not owned by the
Partnership,  and  each  is  not  in  material default with respect to any lease
material  to  such  business  and,  to  the knowledge of Semele, there exists no
event,  occurrence,  condition  or  act  which, with the giving of notice or the
lapse  of  time,  or  both,  would  become  a  default  under  any  such  lease.
(e)     Except  as  disclosed  in Schedule 12(a)(10)(e), no property utilized by
                                  ---------------------
the  Partnership  in its business which is not owned by the Partnership is owned
by any officer, director or shareholder of Semele or any Affiliate of Semele (or
any  relative  or spouse of any officer, director or shareholder or any relative
of  such  spouse or any corporation, partnership, trust or other entity in which
any  officer,  director  or  shareholder  or any such relative or spouse has any
beneficial  interest).
(f)     Neither  the  whole  nor  any  portion  of  the  Malibu Property nor any
interest  therein  has  been  condemned, requisitioned or otherwise taken by any
public  authority,  and,  to  the  knowledge  of  Semele,  no such condemnation,
requisition  or  taking  has  been  threatened  in  writing  or is contemplated.

(11)     Litigation and Claims.  Except as set forth in Schedule 12(a)(11),
                                                             ------------------
the  Partnership  is  not  a party to, nor is any property or asset owned by the
Partnership  the subject of, any suit, action, or administrative, arbitration or
other  proceeding  (including,  without limitation, proceedings concerning labor
disputes  or grievances or union recognition or concerning condemnation, eminent
domain  or the like) or government investigation or proceeding that is currently
pending or which has been pending within the three year period prior to the date
hereof  and  none of the foregoing has been threatened in writing against any of
Semele,  the  Partnership,  or  the  assets  or  properties  of the Partnership.

(12)     Contracts  and  Contractual  Compliance.

(a)     Schedule  12(a)(12)(a)  lists  a  description  of  each  written or oral
        ----------------------
contract or agreement which will involve a present commitment for the receipt or
     expenditure  by  the  Partnership  under any of the foregoing, of monies or
value  equivalent  to $5,000 or more during any fiscal year, including a list of
all  outstanding  purchase and sale orders and commitments for personal property
and services (but excluding purchase and sale orders or commitments for personal
property  or  services  entered  into in the ordinary course of business) of the
Partnership.  Complete and correct copies of such agreements have been delivered
to  C  &  D.  The Partnership is not in default in any material respect (nor has
the  Partnership been notified to such effect) with respect to any obligation to
be  performed  under  any  contract, lease, guaranty, indenture, loan agreement,
document or other agreement or arrangement (including, without limitation, those
listed  or  described  on Schedule 12(a)(12)(a)) to which the Partnership or any
                          ---------------------
assets  of  the  Partnership are subject, except where such default or defaults,
individually  or  in  the  aggregate,  would not have a Material Adverse Effect.
(b)     The Partnership is not a party to, or in any way obligated under, nor is
any  property  or  asset  of  the Partnership subject to, any contract, lease or
other  obligation,  absolute  or  contingent,  the  term of which (including all
renewal  periods  other  than those at the option solely of the Partnership) may
extend  beyond  twelve months (12) from the date of this Amendment other than as
disclosed  on  Schedule  12(a)(12)(b).
               ----------------------
(c)     Except  as  set  forth on Schedule 12(a)(12)(c), the Partnership has not
                                  ---------------------
guaranteed  the  indebtedness  or  obligations of any other Person, and no other
Person  whose  obligations have been so guaranteed as disclosed on such Schedule
is  in  default of the obligations so guaranteed, and Semele is not aware of any
event  which,  with  the  passage  of time, the giving of notice, or both, would
constitute  such  a  default.
(d)     Neither  the  execution  and  delivery  of  this  Amendment  nor  the
consummation  of  the transactions contemplated hereby will constitute a default
under  any contract (including, without limitation, those listed or described on
Schedules  12(a)(12)(a),  (b)  and  (c)) involving the Partnership or impose any
---------------------------------------
penalty  upon the Partnership in the performance of such contract, or accelerate
---
the  performance  thereof,  or  result  in  the  creation of any lien, charge or
encumbrance  upon  any  of  the properties or assets of the Partnership make any
contract  to  which  the  Partnership  is  a  party  subject  to  termination or
cancellation.
(e)     Except as set forth on Schedule 12(a)(12)(e), all parties with which the
                               ---------------------
Partnership  has  contractual  arrangements  are, to the knowledge of Semele, in
substantial compliance therewith and are not in default (and to the knowledge of
Semele  no  event  has  occurred  which, with the passage of time, the giving of
notice,  or  both,  would  constitute  a  default) thereunder, except where such
default or defaults, individually or in the aggregate, would not have a Material
Adverse  Effect.

(13)     Insurance.

(a)     Schedule 12(a)(13)(a) lists a summary description (including the name of
        ---------------------
     the  insurer,  the  policy  number,  period  of coverage, and the amount of
coverage)  of  the  coverage  under  all  insurance  policies  pertaining to the
operations  or  business  of  the Partnership which are currently in effect, and
which  have  been in effect within the last five years, together with the amount
of  the  current  annual  premiums under such policies and copies of any written
notice  of  possible cancellation of, or premium increases with respect to, such
insurance  policies.  Complete  and  correct  copies  of such policies have been
delivered  to  C  &  D.
(b)     All  policies of insurance reflected on Schedule 12(a)(13)(a) are on the
                                                ---------------------
date  hereof  and  to  the  knowledge of Semele are on the date hereof valid and
enforceable in accordance with their terms and in full force and effect, subject
to  the  effect  of  any  applicable  bankruptcy,  reorganization,  insolvency,
moratorium or similar laws affecting creditors' rights generally and subject, as
to  enforceability, to the effect of general principles of equity (regardless of
whether  such enforceability is considered in a proceeding in equity or at law);
all  premiums  due  thereon as of the date hereof have been paid in full and all
premiums  which  will be due thereon as of the date hereof have been paid.  None
of  the  insurance  policies  have  provisions  for  retrospective or contingent
premium  charges  or  any waiver of premium provisions; and there are no minimum
premium  insurance  policies  or  administrative  service  contracts for medical
benefits.  The  Partnership has not received any written notice or other written
communication  from  any  issuer  of  any of its insurance policies canceling or
materially  amending any of such policies, materially increasing any deductibles
or  retained  amounts  thereunder,  or materially increasing the annual or other
premiums  payable  thereunder,  and  no  written  threat  of  such cancellation,
amendment  or increase of deductibles, retainages or premiums has been received.

(14)     Government  Contracts.  There  have  not been, within the past ten
(10)  years,  and  are not presently, any contracts or subcontracts to which the
Partnership  is  a  party  with  the United States Government or any department,
agency  or  instrumentality  thereof.

(15)     Additional Information Supplied.  The Partnership has delivered or made
available  to,  C  &  D  the  following  documents  and schedules of information
relating  to the Partnership and the business conducted by the Partnership, each
of  which,  to  the  knowledge  of  Semele,  is  true,  correct  and  complete.
(a)     Partnership  Agreement.  A copy of the Partnership Agreement, as amended
to  date,  of  the  Partnership,  certified  as true, correct and complete by an
officer  of  the  General  Partner  of  the  Partnership.
(b)     Minutes.  Minutes  of all meetings of, or other evidence of action taken
by,  the  partners  of  the  Partnership  since  January  1,  1996.
(c)     Bank  Accounts and Powers of Attorney, etc.  Schedule 12(a)(20)(c) lists
                                                     ---------------------
the  name  and  address  of each bank, together with the name and number of each
account,  in which the Partnership has an account or safe-deposit box, the names
of  all  persons  authorized  to draw thereon or to have access thereto, and the
names  of any persons holding powers of attorney with respect to the business of
the  Partnership  and  a  summary  of  the  terms  thereof.

(16)     Project Budget.  Attached hereto as Schedule 12(a)(16) is the most
                                                  ------------------
recent  line  item  budget  for  the  Project  (the  "Project  Budget").  To the
                                                      ---------------
knowledge  of  Semele, such Project Budget contains reasonable estimates  of the
costs  for  each of the items identified therein which have yet to be completed.

(17)     Construction  of the Improvements.  Schedule 12(a)(17) sets forth (i) a
                                             ------------------
true  correct  and  complete description of all Improvements constructed to date
with respect to the Project and the date completed; and (ii) a true, correct and
complete  description  of those Improvements which remain to be constructed with
respect  to  the  Project and the projected commencement and completion date for
each  of  such Improvements.  Each of the Improvements constructed to date which
respect  to  the  Project  has been constructed in accordance with the Plans and
Specifications and the Project Requirements, are of good quality and workmanship
and  are  free  of  any  material  defect.

(18)     Accuracy  of  Information.  To  the  knowledge  of Semele, neither this
Amendment,  nor  any  certificate, document or information furnished pursuant to
this  Amendment contains or will contain any untrue statement of a material fact
or  omits  or  will omit to state a material fact necessary in order to make the
statements  contained  herein  or  therein  not  misleading.

     B.  Representations  and  warranties  of  C  &  D.   C  &  D represents and
         ---------------------------------------------
warrants  to  the  Partnership and Semele that the following representations and
warranties  are  true  and  correct  as  of  the  date  of  this  Amendment:

     (1)     Organization  of  C & D.  C & D is a limited liability company duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  and  has  the full power and authority to carry on its business as now
being  conducted.
     (2)     Necessary  Authorization  and  Approval.  C  & D has full power and
authority  to  execute  and  deliver  this  Amendment  and  to  consummate  the
transactions  contemplated  hereby.  This  Amendment  has been duly executed and
delivered  by C & D and constitutes the legal, valid and binding obligation of C
&  D enforceable in accordance with its terms.  Other than required trust action
and  filings,  neither  the execution, delivery or performance of this Amendment
nor  the  consummation of the transactions contemplated hereby is prohibited by,
or requires C & D to obtain any consent, authorization, approval or registration
under,  any  law,  rule or regulation, other than as contemplated hereby, or any
judgment,  order,  writ,  injunction or decree, which is binding on C & D or the
terms  of  any  contract  to  which  C  & D or any of its Affiliates is a party.

13.     Distributions  in Liquidation.  Section 9.3 of the Partnership Agreement
        -----------------------------
is  hereby  amended  to  provide  that  in  the  event of the dissolution of the
Partnership,  no distributions shall be made until such time as the distribution
to  C  &  D  described  in  paragraph 8(a) above has been made in full, and such
distribution  shall  be  the  first  priority  distribution  in the event of the
liquidation  of  the  Partnership.

14.     Number;  Co-Managing  General  Partners.  The  Partnership  Agreement is
        ---------------------------------------
hereby  amended as reasonably necessary and as deemed required by the context to
reflect  that  there  are three Partners rather than two and that BSLF and C & D
are,  from  and  after  the  date  hereof,  co-managing  general partners of the
Partnership  and  that  the  unanimous  consent  of  both  of  BSLF and C & D as
co-managing general partners is necessary for the Partnership to take any action
on  behalf  of  the  Partnership  or  the General Partner.  Without limiting the
foregoing,  references to "either" and "neither" Partner and the "other Partner"
are  modified  as required by the context of their use to reflect that, from and
after  the  date  hereof,  there  are  three  Partners  rather  than  two.

15.     Consent.  To  the  extent that the consent of either of the Old Partners
        -------
is  required  for  any  of  the  actions  or  transactions  contemplated by this
Amendment,  the  Old  Partners  each  hereby  consent  to  each  such  action.

16.     Ratification.  Except as modified hereby the terms and conditions of the
        ------------
Partnership  Agreement  are  ratified  and  affirmed.

17.     Headings;  Severability.  The  headings and section references contained
        -----------------------
herein  are  for  convenience  only.  If  any of the provisions herein is deemed
unenforceable  or  illegal,  it  is the intent of the parties that the remaining
provisions of this Amendment be interpreted so as to give maximum effect to such
     remaining  provisions.

18.     Entire  Agreement; Amendment.  The Partnership Agreement, this Amendment
        ----------------------------
and  the  Security  Documents constitute the entire understanding of the parties
with  respect  to  the  transactions  contemplated  herein  and  such  documents
supersede  any  other  understanding  of  the  parties  whether written or oral.

19.     Conflict.  In  the  event  of  a  conflict  between  the  terms  of this
        --------
Amendment  and  the  terms  of  the  Partnership  Agreement,  the  terms of this
Amendment  shall  govern.

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

     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  Amendment to
Partnership  Agreement  as  of  the  date  first  given  above.

BSLF  II  RANCHO  MALIBU  CORP.,  as  General  Partner,  and  from and after the
execution  and  delivery  hereof,  the  Co-Managing  General  Partner

     By:  ________________________________

     Its:  ______________________________


                  SEMELE GROUP, INC. , as sole limited Partner

                      By:  ________________________________

                      Its:  ______________________________


C  &  D  IT  LLC

By:  AFG  Investment  Trust  C,  member/manager

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

     By:  _______________________________

     Its:  _____________________________

By:  AFG  Investment  Trust  D,  member/manager

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

     By:  _______________________________

     Its:  _____________________________


ACKNOWLEDGED  AND  AGREED:
-------------------------

BMIF/BSLF  II  RANCHO  MALIBU  LIMITED  PARTNERSHIP

By:  BSLF  II  Rancho  Malibu  Corp., as General Partner, and from and after the
execution  and  delivery  hereof,  the  Co-Managing  General  Partner

     By:  ________________________________

     Its:  ______________________________

                                   EXHIBIT "A"
                      To Amendment to Partnership Agreement
                                       of
                 BMIF/BSLF II Rancho Malibu Limited Partnership

PERCENTAGE  INTERESTS

C  &  D:    25%
Semele:  1.05%
BSLF:    73.95%