AMENDMENT NO. 2 TO OPERATING AGREEMENT
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     This  Amendment  No.2  ("Amendment")  dated  as  of  January 7, 2002 to the
Operating  Agreement of MILPI Holdings, LLC (the "Company") dated as of December
13, 2000 (the "Operating Agreement"), is made by and among the persons listed on
the  signature  page  hereto  (such  persons  and their respective successors in
office  or  interest  being  hereafter referred to individually as a "Member" or
collectively  as  the  "Members").

          WHEREAS,  pursuant  to the Operating Agreement, each Member has agreed
to  make  capital contributions to the Company at such times and in such amounts
as  may be requested and in accordance with the capital contribution percentages
set  forth  in  Schedule  A  to  the  Operating  Agreement;  and

          WHEREAS,  the Members desire to amend the contribution percentages set
forth  in  Schedule  A  to  the  Operating  Agreement.

          NOW,  THEREFORE,  for good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the parties, intending to be
legally  bound,  hereby  agree  as  follows:

          1.     Amendment  of  Schedule A.  Schedule A is hereby amended in its
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entirety  and  replaced  with  the  new  form  of  Schedule  A  attached hereto.

          2.     No Other Amendments.  Except as expressly set forth herein, all
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terms  and  provisions  of the Operating Agreement shall remain unchanged and in
full  force  and  effect.

          3.     Defined  Terms.  Capitalized  terms  used in this Amendment but
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not otherwise defined herein shall have the respective meanings ascribed to them
in  the  Operating  Agreement.


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

AFG  INVESTMENT  TRUST  A
     By:  AFG  ASIT  Corporation,  its  Managing  Trustee
By:
Name:  James  A.  Coyne
Title:  Senior  Vice  President

AFG  INVESTMENT  TRUST  B
By:  AFG  ASIT  Corporation,  its  Managing  Trustee


By:
Name:  James  A.  Coyne
Title:  Senior  Vice  President

AFG  INVESTMENT  TRUST  C
     By:  AFG  ASIT  Corporation,  its  Managing  Trustee
By:
Name:  James  A.  Coyne
Title:  Senior  Vice  President

AFG  INVESTMENT  TRUST  D
     By:  AFG  ASIT  Corporation,  its  Managing  Trustee
By:
Name:  James  A.  Coyne
Title:  Senior  Vice  President


                               MILPI HOLDINGS, LLC

                                   SCHEDULE A

                                     MEMBERS



                                                                            
                                                            Initial Capital   Revised      Total
Name and                Initial Capital   Initial Capital   Contribution      Capital      Membership
Address of Member*      Commitment        Contribution      Percentage (1)    Commitment   Interest (2)
----------------------  ----------------  ----------------  ----------------  -----------  ------------
AFG Investment Trust A  $      3,000,000  $        200,000               10%  $ 2,177,572         8.33%
AFG Investment Trust B  $      6,000,000  $        400,000               20%  $ 4,355,144        16.66%
AFG Investment Trust C  $     10,200,000  $        680,000               34%  $ 9,802,944        37.50%
AFG Investment Trust D  $     10,800,000  $        720,000               36%  $ 9,802,944        37.50%
   TOTAL                $     30,000,000  $      2,000,000              100%  $26,138,604       100.00%














*     Address for each of the Trusts is 88 Broad Street, Sixth Floor, Boston, MA
02110

(1)   Represents  the  capital  contribution  percentage for the Initial Capital
Contribution  made  on  or  about  December  21, 2000 and for the second capital
contribution  made  on  or  about  February  7,  2001.

(2)  Represents  the membership interests of the Members from and after the time
of  the  third  capital  contribution.