<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                       of Securities Exchange Act of 1934

For the Fiscal Year Ended                                     Commission File
December 31, 2002                                             Number 0-15690

                        RESOURCES PENSION SHARES 5, L.P.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                            13-3353722
---------------------------------                          -------------------
   (State or other jurisdiction                              (IRS Employer
 of incorporation or organization)                         Identification No.)

7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
-----------------------------------------------------------------    -----------
   (Address of principal executive offices)                          (Zip  Code)

Registrant's telephone number including area code:                (617) 570-4600
                                                                  --------------

        Securities registered pursuant to Section 12(b) of the Act:  None
                                                                     ----

           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes        No   X
                                       -------   -------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year were $1,926,610.

No market exists for the limited partnership interests of the Registrant, and,
therefore, a market value for such interests cannot be determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

         Certain matters discussed herein are forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events. Certain, but not necessarily all, of such
forward-looking statements can be identified by the use of forward-looking
terminology, such as "believes," "expects," "may," "will," "should,"
"estimates," or "anticipates," or the negative thereof or other variations
thereof or comparable terminology. All forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward- looking statements. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained or that any deviations will not be material. We disclaim any
obligations or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-KSB to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

Resources Pension Shares 5, L.P. (the "Registrant") was organized as a Delaware
limited partnership on February 11, 1986. The general partners of the Registrant
are Resources Capital Corp. (the "Administrative Partner"), Resources Pension
Advisory Corp. (the "Investment General Partner") and Presidio AGP Corp. (the
"Associate General Partner"). The Associate General Partner, the Administrative
General Partner and the Investment General Partner are collectively referred to
herein as the "General Partners". The General Partners are all ultimately
controlled by NorthStar Capital Investment Corporation, a Maryland corporation
("NorthStar"). See "Management/Employees" below.

In 1988, the Registrant sold, pursuant to a registration statement filed with
the Securities Exchange Commission, 5,690,843 units of limited partnership
interest (the "Units") for gross proceeds aggregating $56,908,426. After the
payment of a nonaccountable expense reimbursement to the Administrative General
Partner, Registrant had approximately $54,238,000, including evaluation fees and
acquisition fees paid or payable to the Administrative General Partner,
available for investment and reserves.

Registrant was formed for the purpose of investing primarily in participating
mortgage loans and, to a lesser extent, in land sale-leasebacks on improved,
income-producing commercial real estate. Through April 1, 1998, Disposition
Proceeds (as hereinafter defined) were required to be reinvested by Registrant
or held as reserves. Thereafter, the Administrative General Partner is permitted
to either reinvest or distribute any such Disposition Proceeds. See "Mortgage
Investments of Registrant" and "Item 2. Properties" for a description of
Registrant's remaining assets.

MANAGEMENT/EMPLOYEES

Registrant does not have any employees. The General Partners, their affiliates
and agents, manage the business of the Registrant. On October 21, 1999, an
affiliate of NorthStar and the then controlling entity of the General Partners
entered into a Services Agreement with AP-PCC III, L.P. (the "Agent") pursuant
to which the Agent was retained to provide asset management and investor
relation services to Registrant and other entities affiliated with Registrant.

As a result of this agreement, the Agent has the duty to direct the day to day
affairs of Registrant, including, without limitation, reviewing and analyzing
potential sale, financing or restructuring proposals regarding the Registrant's
assets, preparation of all reports, maintaining records and maintaining bank
accounts of Registrant. The Agent is not permitted, however, without the consent
of an affiliate of NorthStar, or as otherwise required under the terms of the
Limited Partnership Agreement to, among other things, cause Registrant to sell
or acquire an asset or file for bankruptcy protection.


                                       2
<PAGE>

In order to facilitate the Agent's provision of the asset management services
and the investor relation services, effective October 25, 1999, the officers and
directors of the General Partners resigned and nominees of the Agent were
elected as the officers and directors of the General Partners. The Agent is an
affiliate of Winthrop Financial Associates, a Boston based company that provides
asset management services, investor relation services and property management
services to over 150 limited partnerships which own commercial property and
other assets. The General Partners do not believe this transaction will has had
a material effect on the operations of Registrant.

MORTGAGE INVESTMENTS OF REGISTRANT

As of December 31, 2002, Registrant held an investment in one first mortgage
loan in the original aggregate amount of $6,500,000. The following table sets
forth, as of December 31, 2002, the outstanding mortgage loan investments made
by Registrant:

<TABLE>
<CAPTION>
                                                       Mortgage loans as of December 31, 2002
                                  -----------------------------------------------------------------------------
                                                 Original                                              Current
                                                 Mortgage         Carrying        Date     Maturity   Interest
                                    Sq. Ft.       Amount           Value         Funded      Date       Rate
                                  ----------  ---------------     --------       ------    --------   --------
<S>                              <C>         <C>               <C>            <C>        <C>         <C>
   Hotel
   Crowne Plaza Hotel
   Cincinnati, Ohio(1)              200,000     $6,500,000       $4,000,000      10/97       (1)        12.0%
</TABLE>

     (1)  Loan originally matured on October 2000 and was extended to October
          2001. The borrower continued to make debt service payments on the loan
          and the Registrant and borrower negotiated a further extension to
          October 1, 2003. In connection with the first extension, the interest
          rate was increased 1%, a fee of .5% of the principal balance was paid
          and the borrower placed a deed in escrow. Further, the subsequent
          extension to October 2003 requires the borrower to make monthly
          payments of all cash flow (as defined).

For additional information regarding Registrant's mortgage investments see Item
6 "Management's Discussion and Analysis or Plan of Operation" and Item 7
"Financial Statements Note 4."

RECENT MORTGAGE TRANSACTIONS

         Lionmark Corp. - This loan was originally a $4,000,000 first mortgage
loan, which was secured by an office building located in Columbus, Ohio. The
loan, which bore interest at 8.5% per annum and was scheduled to mature in June
2003 was prepaid by the mortgagor on May 31, 2001 at its carrying value of
$3,792,159

         Lucky Supermarkets - The Registrant exercised its right to accelerate
the maturity of this loan to April 1, 2002. The contractual balance on this loan
of $2,545,448 was repaid on May 1, 2002.

COMPETITION

To the extent Registrant reinvests any funds received from loan repayments or
property sales or forecloses on any of the assets securing its loans, Registrant
will be in competition with other companies, which are engaged in the business
of making loans and selling properties. Registrant's competition would include a
large number of lenders, many of whom have resources substantially larger than
those of Registrant. The principal competitive factor in Registrant's business
is the effective rate charged for loans and the loan-to-value ratio.


                                       3
<PAGE>

In addition, properties, which secure Registrant's mortgage loans, may face
competition from similar properties in the vicinity. To the extent such
competition reduces the gross revenue from the operation of such properties
and/or decreases any appreciation in the value of such properties, such
competition will reduce any contingent interest otherwise payable to Registrant.

ITEM 2.  PROPERTIES

As a result of the foreclosure on two of its mortgage loans, Registrant acquired
fee simple title to two properties as described below.

         Garfinkel Property - On December 21, 1992, through a foreclosure
auction, Registrant acquired fee simple title to the Garfinkel property by
bidding $3,200,000, the amount of the mortgage indebtedness then owed to it. The
Garfinkel property is located in Landover, Maryland and is part of a regional
shopping center known as Landover Mall. The parcel of land comprises
approximately 4.93 acres. The building is a two-story retail facility consisting
of 93,384 rentable square feet of space. As of March 1, 2003, Registrant has
been unable to sell or lease the property and the building remains vacant.

         The building contains asbestos-containing material and, on January 27,
1992, Registrant received $450,000 from the former property owner in exchange
for a release of a personal guarantee which obligated the owner to reimburse
Registrant for asbestos removal to a maximum of $500,000. Since June 1992,
$8,396 was paid for remedial cleaning in connection with the asbestos removal
and at December 31, 1999, the unexpended asbestos reserve aggregated $441,604.
Registrant does not presently plan to commence removal of the asbestos until a
purchaser or tenant for the property is identified.

         Based upon the property's continued vacancy and the lack of interest
received by the Registrant in its efforts to lease or sell the property as well
as the potential costs to upgrade the property, during the fourth quarter of
1999, the Registrant recorded a provision for impairment of $2,379,330, which
represented the full carrying value of the property net the unexpended asbestos
reserve of $441,604.

         Groton Property - On December 9, 1993, through a foreclosure auction,
Registrant acquired fee simple title to the Groton Shopping Center property. The
shopping center is located in Groton, Connecticut. The parcel of land comprises
approximately 17 acres. The property is a neighborhood strip shopping center
containing a gross leasable area of approximately 119,000 square feet. In
addition, the strip center has a parking area for approximately 450 automobiles.
As of December 31, 2002 and December 31, 2001, the Groton Shopping Center was
approximately 64.5% and 60% occupied and had average rental rates of $10.02 and
$9.87 per square foot, respectively.

         A&P, the former anchor tenant at the center ceased operating at the
center but was required to continue paying rent pursuant to its lease which was
scheduled to expire on January 31, 2002. In December 2000, A&P paid the
Registrant $292,078 in exchange for a release from its lease obligations.

ITEM 3.  LEGAL PROCEEDINGS

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       4
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS

There is no established public trading market for the Units of Registrant. From
time to time however, tender offers have been or are presently being made.

There are certain restrictions set forth in the Registrant's Amended and
Restated Certificate of Limited Partnership and Partnership Agreement
("Partnership Agreement"), which may limit the ability of a limited partner to
transfer Units. Such restrictions could impair the ability of a limited partner
to liquidate its investment in the event of an emergency or any other reason.

As of March 1, 2003, there were approximately 3,555 limited partners of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 2002 and 2001 were as follows:

<TABLE>
<CAPTION>
          DISTRIBUTION WITH
      RESPECT TO QUARTER ENDED              AMOUNT OF DISTRIBUTION PER UNIT
      ------------------------              -------------------------------
                                             2002                  2001
                                             ----                  ----
<S>                                         <C>                   <C>
March 31                                     $   -                 $   -
June 30                                      $   -                 $   -
September 30                                 $0.43                 $1.00
December 31                                  $0.19                 $   -
</TABLE>

There are no material legal restrictions upon Registrant's present or future
ability to make distributions from operations in accordance with the provisions
of the Partnership Agreement. The Partnership Agreement provides that through
April 1, 1998, disposition Proceeds received were required to be reinvested or
held as reserves, but not distributed. For a further discussion of factors which
may affect distributions see "Item 6. Management's Discussion and Analysis or
Plan of Operation."

Over the past few years, many companies have begun making "mini-tenders" (offers
to purchase an aggregate of less than 5% of the total outstanding units) for
limited partnership interests in the Registrant. Pursuant to the rules of the
Securities and Exchange Commission, when a tender offer is commenced for Units,
the Registrant is required to provide limited partners with a statement setting
forth whether it believes limited partners should tender or whether it is
remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the registrant, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Registrant with a copy of their offer. As a result, the General Partners often
do not become aware of such offers until shortly before they are scheduled to
expire or even after they have expired. Accordingly, the General Partners do not
have sufficient time to advise you of its position on the tender. In this
regard, please be advised that pursuant to the discretionary right granted to
the General Partners in the Partnership Agreement to reject any transfers of
units, the General Partners will not permit the transfer of any Unit in
connection with a tender offer unless: (i) the Registrant is provided with a
copy of the bidder's offering materials, including amendments thereto,
simultaneously with their distribution to the limited partners; (ii) the offer
provides for withdrawal rights at any time prior to the expiration date of the
offer and, if payment is not made by the bidder within 60 days of the date of
the offer, after such 60 day period; and (iii) the offer must be open for at
least 20 business days and, if a material change is made to the offer, for at
least 10 business days following such change.

                                       5

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
         OF OPERATIONS

This Item should be read in conjunction with the financial statements and other
items contained elsewhere in the report.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2002, the Registrant has funded an aggregate of $6,500,000 to
the mortgagor in one outstanding mortgage loan and holds title to two parcels of
real property in Groton, Connecticut and Landover, Maryland and improvements
located thereon.

In April 2002, the Registrant exercised its right to accelerate the maturity
date of the loan secured by the Buena Park property. As a result, the loan was
paid on May 1, 2002 at its contractual balance of $2,545,448.

The Registrant's Oliveye loan was scheduled to mature in October 2001. In May
2002, the loan was extended until October 1, 2003 at the same interest rate. The
loan now requires the borrower to pay to the Partnership, on a monthly basis,
all excess cash flow (as defined) generated by the property. During the year
ended December 31, 2002, based upon the cash flow generated from the property
which secures Registrant's loan and the economic situation in the market in
which Registrant's collateral is located, the Registrant determined that an
allowance for loan loss was required. Accordingly, the Registrant recorded an
allowance for loan loss of $3,031,234 during the year ended December 31, 2002.
This reserve reduced the carrying value of its remaining mortgage loan and
accrued interest to its net realizable value of $4,000,000.

At December 31, 2002, the Registrant's level of liquidity based on cash and cash
equivalents decreased to $1,054,121 as compared to $1,926,593 as of December 31,
2001. The decrease was due to $3,564,323 of cash distributed to partners
(financing activities), which was partially offset by an increase of $2,175,932
of cash provided by investing activities and $515,919 of cash from operating
activities. Investing activities consisted of $2,200,000 in cash received for
the satisfaction of a mortgage loan which was slightly offset by $24,068 of
additions to real estate. At December 31, 2002, the Registrant had $1,054,121 in
cash and cash equivalents, of which approximately $771,000 was invested
primarily in money market mutual funds.

During 2002, the Registrant distributed approximately $3,528,000 ($0.62 per
unit) of cash to the limited partners and $36,000 to the General Partners.

Currently, the foreclosed property that formerly secured the Garfinkel Loan is
vacant. The Garfinkel property is located in Landover, Maryland. At such time,
if at all, as a tenant can be procured at the property, the Registrant's working
capital reserves may be utilized to remedy deferred maintenance conditions at
the Garfinkel's property and for capital improvements.

Registrant's only sources of liquidity are through payments of its mortgage
loan, if any, and from cash flow generated from operations, if any, from its two
wholly owned properties. Registrant is required to pay the operating expenses
associated with its two properties. If necessary, the Registrant has the right
to establish reserves either from disposition proceeds or from cash flows. The
Registrant currently holds working capital reserves in short term investments at
rates which are lower than the returns previously earned on the loans that have
been repaid. If excess working capital is ultimately invested in new loans,
these investments are likely to be at lower rates than previous investments due
to current market conditions.

The Registrant could be affected by declining economic conditions as a result of
various factors that affect the real estate business including the financial
condition of tenants, competition, and increased operating costs.


                                       6
<PAGE>

RESULTS OF OPERATIONS

Net income decreased by $3,468,199 to a net loss of $2,277,951 for the year
ended December 31, 2002, compared with the same period in the prior year. The
decrease was due to the provision for loan loss as well as a $482,885 decrease
in revenues. In addition, costs and expenses, before the provision for loan
loss, decreased by $45,920.

Total revenues decreased by $482,885 for the year ended December 31, 2002
compared to the same period in the prior year due to decreases in operating
income - real estate of $96,048, short term investment interest of $147,822,
mortgage loans interest income of $235,695 and other income of $3,320. Operating
income - real estate decreased due to a decline in occupancy which was slightly
offset by an increase in rental rates at the Groton, Connecticut property. Short
term investment interest decreased as a result of lower interest rates and lower
cash reserves available for investment. Interest income on mortgage loans
decreased due to the May 2001 repayment of the Lionmark Center Loan and by the
May 2002 repayment of the Buena Park loan.

Costs and expenses, before provision for loan loss, decreased by $45,920 for the
year ended December 31, 2002, compared to the same period in the prior year, due
to decreases in management fees, mortgage servicing fees, and general and
administrative expenses, which were substantially offset by increases in
operating expenses - real estate, depreciation and amortization expense, and
property management fees. Operating expenses - real estate increased as a result
of leasing activity at the Registrants' Groton, Connecticut property.
Depreciation and amortization increased as a result of additions to real estate
during 2001. Management fees paid to the Administrative General Partner
decreased due to a decrease in the average net asset value of the Registrant.

The provision for loan loss increased as a result of the impairment of the
Registrant's outstanding mortgage loan.

REAL ESTATE MARKET

The real estate market has begun to recover from the effects of the recent
recession, which included a substantial decline in the market value of existing
properties. However, high vacancy rates continue to exist in many areas. As a
result, Registrant's potential for realizing the full value of its investment in
mortgages is at an increased risk.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets".
SFAS No. 142 addresses accounting and reporting for intangible assets acquired,
except for those acquired in a business combination. SFAS No. 142 presumes that
goodwill and certain intangible assets have indefinite useful lives.
Accordingly, goodwill and certain intangibles will not be amortized but rather
will be tested at least annually for impairment. SFAS No. 142 also addresses
accounting and reporting for goodwill and other intangible assets subsequent to
their acquisition. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. This statement had no effect on the Registrant's financial
statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of" and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business. This statement also amends ARB No. 51, "Consolidated Financial
Statements," to eliminate the exception to consolidation for a subsidiary for
which control is likely to be temporary. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years. The provisions of this Statement generally are to be applied
prospectively. This statement had no effect on the Registrant's financial
statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections,"
which updates, clarifies and simplifies existing accounting


                                       7
<PAGE>

pronouncements. In part, this statement rescinds SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt." FASB No. 145 will be effective for
fiscal years beginning after May 15, 2002. Upon adoption, enterprises must
reclassify prior period items that do not meet the extraordinary item
classification criteria in APB Opinion No. 30. The Registrant does not expect
that this statement will have a material effect on the Registrant's financial
statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing or other exit or disposal activity. SFAS No. 146 is
effective prospectively for exit and disposal activities initiated after
December 31, 2002, with earlier adoption encouraged. The Registrant does not
expect that this statement will have a material effect on the Registrant's
financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantors' Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation elaborates on the disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. It also clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. This Interpretation
does not prescribe a specific approach for subsequently measuring the
guarantor's recognized liability over the term of the related guarantee. The
disclosure provisions of this Interpretation are effective for the Registrant's
December 31, 2002 financial statements. The initial recognition and initial
measurement provisions of this Interpretation are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. This
Interpretation had no effect on the Registrant's financial statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This Interpretation clarifies the application of
existing accounting pronouncements to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The provisions of
the Interpretation will be immediately effective for all variable interests in
variable interest entities created after January 31, 2003, and the Registrant
will need to apply its provisions to any existing variable interests in variable
interest entities by no later than December 31, 2004. The Registrant does not
expect that this will have an impact on the Registrant's financial statements.

INFLATION

Inflation has not had a material effect on the Registrant's revenues during the
period and is not expected to have a material effect in the future. However,
prolonged periods of low or no inflation could result in low levels of interest
rates which could result in certain of the Registrant's loan being prepaid prior
to maturity and the Registrant receiving decreased revenue on any reinvestment
of such funds.

Except as discussed above, management is not aware of any other known trends,
events, commitments or uncertainties that will have a significant impact on
liquidity.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Registrant is not subject to market risk as its cash and cash equivalents
are invested in short term money market mutual funds. The Registrant has no
loans outstanding.


                                        8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2002 and 2001

                                      INDEX

                                                                           Page


Independent Auditors' Report..............................................  10

Financial Statements:

Balance Sheets as of December 31, 2002 and 2001...........................  11

Statements of Operations for the Years Ended
December 31, 2002 and 2001................................................  12

Statements of Partners' Equity for the Years Ended
December 31, 2002 and 2001................................................  13

Statements of Cash Flows for the Years Ended
December 31, 2002 and 2001................................................  14

Notes to Financial Statements.............................................  15


                                       9
<PAGE>

                          Independent Auditors' Report


To the Partners
Resources Pension Shares 5, L.P.


We have audited the accompanying balance sheets of Resources Pension Shares 5,
L.P. (a limited partnership) (the "Partnership") as of December 31, 2002 and
2001, and the related statements of operations, partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Resources Pension Shares 5,
L.P. (a limited partnership) as of December 31, 2002 and 2001, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.




                                                   /s/ Imowitz Koenig & Co., LLP

New York, New York
February 7, 2003


                                       10
<PAGE>


                        RESOURCES PENSION SHARES 5, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                           --------------------------

                                                               2002          2001
                                                           -----------   -----------
<S>                                                       <C>           <C>
ASSETS

Investments in mortgage loans (net of allowance for loan
      loss of $3,031,234 in 2002)                          $ 4,000,000   $ 8,537,450
Cash and cash equivalents                                    1,054,121     1,926,593
Real estate - net                                            5,305,205     5,561,374
Other assets                                                   251,635       159,537
Interest receivable - mortgage loans                              --         227,170
                                                           -----------   -----------

         Total Assets                                      $10,610,961   $16,412,124
                                                           ===========   ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities:

Accounts payable and accrued expenses                      $   158,427   $   105,591
Due to affiliates                                               59,310        71,035
                                                           -----------   -----------

         Total Liabilities                                     217,737       176,626
                                                           -----------   -----------

Commitment  and contingencies

Partners' Equity:

Limited partners' equity (5,690,843 units
   issued and outstanding)                                  10,289,956    16,073,450
General partners' equity                                       103,268       162,048
                                                           -----------   -----------

         Total Partners' Equity                             10,393,224    16,235,498
                                                           -----------   -----------

         Total Liabilities and Partners' Equity            $10,610,961   $16,412,124
                                                           ===========   ===========
</TABLE>

                       See notes to financial statements.


                                       11
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      FOR THE YEARS ENDED DECEMBER 31,
                                                      --------------------------------

                                                            2002           2001
                                                        -----------    -----------
<S>                                                             <C>             <C>
Revenues:

      Mortgage loans interest income                    $   960,038    $ 1,195,733
      Operating income - real estate                        925,794      1,021,842
      Short-term investment interest                         28,478        176,300
      Other income                                           12,300         15,620
                                                        -----------    -----------

         Total revenues                                   1,926,610      2,409,495
                                                        -----------    -----------

Costs and Expenses:

      Management fees                                       240,126        337,320
      Operating expenses - real estate                      491,624        467,958
      Depreciation and amortization expense                 298,854        232,013
      General and administrative expenses                    91,331        128,134
      Property management fees                               34,217         30,110
      Mortgage servicing fees                                17,175         23,712
      Provision for loan loss                             3,031,234           --
                                                        -----------    -----------

         Total costs and expenses                         4,204,561      1,219,247
                                                        -----------    -----------

      Net (loss) income                                 $(2,277,951)   $ 1,190,248
                                                        ===========    ===========

Net (loss) income attributable to:

      Limited partners                                  $(2,255,171)   $ 1,178,346

      General partners                                      (22,780)        11,902
                                                        -----------    -----------

                                                        $(2,277,951)   $ 1,190,248
                                                        ===========    ===========

Net (loss) income per unit of limited partnership
      interest (5,690,843 units outstanding)            $      (.40)   $       .21
                                                        ===========    ===========

Distribution per unit of limited partnership interest   $       .62    $      1.00
                                                        ===========    ===========
</TABLE>

              See notes to financial statements.


                                       12
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                LIMITED         GENERAL         TOTAL
                                               PARTNERS'       PARTNERS'       PARTNERS'
                                                EQUITY          EQUITY          EQUITY
                                             ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
Balance - January 1, 2001                    $ 20,585,947    $    207,646    $ 20,793,593

    Net income                                  1,178,346          11,902       1,190,248

    Distribution to partners
    ($1.00 per limited partnership unit)       (5,690,843)        (57,500)     (5,748,343)
                                             ------------    ------------    ------------

Balance - December 31, 2001                    16,073,450         162,048      16,235,498

    Net loss                                   (2,255,171)        (22,780)     (2,277,951)

    Distribution to partners
      ($0.62 per limited partnership unit)     (3,528,323)        (36,000)     (3,564,323)
                                             ------------    ------------    ------------

Balance - December 31, 2002                  $ 10,289,956    $    103,268    $ 10,393,224
                                             ============    ============    ============
</TABLE>


                       See notes to financial statements.


                                       13
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          FOR THE YEARS ENDED DECEMBER 31,
                                                          --------------------------------
                                                               2002           2001
                                                            -----------    -----------
<S>                                                         <C>            <C>
Cash Flows from Operating Activities:

Net (loss) income                                           $(2,277,951)   $ 1,190,248
Adjustments to reconcile net (loss) income to net cash
      provided by operating activities
         Provision for loan loss                              3,031,234           --
         Depreciation and amortization expense                  298,854        232,013
         Amortization of origination and acquisition fees        18,085        (21,267)
         Stepped lease rentals                                   13,899         13,720

      Changes in assets and liabilities:
         Other assets                                          (124,614)       (13,317)
         Interest receivable - mortgage loans                  (484,699)       (98,699)
         Accounts payable and accrued expenses                   52,836        (88,404)
         Other liabilities                                         --         (302,500)
         Due to affiliates                                      (11,725)       (32,045)
                                                            -----------    -----------

Net cash provided by operating activities                       515,919        879,749
                                                            -----------    -----------

Cash Flows from Investing Activities:

      Satisfaction of mortgage loan                           2,200,000      3,792,159
      Mortgage loan repayments received                            --           65,389
      Additions to real estate                                  (24,068)    (1,289,092)
                                                            -----------    -----------

Net cash provided by investing activities                     2,175,932      2,568,456
                                                            -----------    -----------
Cash Flows from Financing Activities:

      Distributions to partners                              (3,564,323)    (5,748,343)
                                                            -----------    -----------

Cash used in financing activities                            (3,564,323)    (5,748,343)
                                                            -----------    -----------

Net decrease in cash and cash equivalents                      (872,472)    (2,300,138)

Cash and cash equivalents, beginning of period                1,926,593      4,226,731
                                                            -----------    -----------

Cash and cash equivalents, end of period                    $ 1,054,121    $ 1,926,593
                                                            ===========    ===========
</TABLE>

             See notes to financial statements


                                       14
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001

1.       ORGANIZATION

         Resources Pension Shares 5, L.P., a Delaware limited partnership (the
         "Partnership"), was formed under the Delaware Revised Uniform Limited
         Partnership Act on February 11, 1986 for the purpose of investing
         primarily in participating mortgage loans and, to a lesser extent, land
         sale-leaseback transactions on improved, income-producing real estate.
         The Partnership will terminate on December 21, 2010, or sooner, in
         accordance with the terms of the Amended and Restated Agreement of
         Limited Partnership (the "Partnership Agreement").

         The Partnership registered 16,000,000 units of limited partnership
         interests at $10 per unit with the Securities and Exchange Commission,
         6,000,000 of which were for the Partnership's Reinvestment Plan. On
         February 12, 1988, the Partnership terminated its offering of limited
         partnership units having raised $56,907,425 from approximately 5,800
         investors (including $699,565 from limited partnership units issued
         pursuant to the Reinvestment Plan). After the payment of a
         nonaccountable expense reimbursement to the "Administrative General
         Partner", the Partnership had approximately $54,238,000, including
         evaluation and acquisition fees paid or payable to the Administrative
         General Partner, available for investment and reserves.

         Limited partners' units were issued at a stated value of $10 per unit.
         A total of 5,690,843 units of limited partnership were issued,
         including 100 units to the initial limited partner, for an aggregate
         capital contribution of $56,908,425. The general partners collectively
         contributed $1,000 to the Partnership.

         Resources Pension Advisory Corp., (the "Investment General Partner"),
         Resources Capital Corp., (the "Administrative General Partner") and
         Presidio AGP Corp., (the "Associate General Partner") (collectively
         referred to as the "General Partners") are ultimately controlled by
         NorthStar Capital Investment Corp. ("NorthStar"), a Maryland
         corporation. The Administrative General Partner is also a general
         partner in several other limited partnerships which are also affiliated
         with NorthStar and which are engaged in business that are, or may be in
         the future, in direct competition with the Partnership.

         On October 21, 1999, an affiliate of NorthStar ("Presidio") entered
         into a Service Agreement with AP-PCC III, L.P. (the "Agent") pursuant
         to which the Agent was retained and is compensated by Presidio to
         provide asset management and investor relation services to the
         Partnership and other entities affiliated with the Partnership.

         As a result of this agreement, the Agent has the duty to direct the
         day to day affairs of the Partnership, including, without limitation,
         reviewing and analyzing potential sale, financing or restructuring
         proposals regarding the Partnership's assets, preparation of all
         Partnership reports, maintaining Partnership records and maintaining
         bank accounts of the Partnership. The Agent is not permitted, however,
         without the consent of Presidio, or as otherwise required under the
         terms of the Partnership Agreement to, among other things, cause the
         Partnership to sell or acquire an asset or file for bankruptcy. The
         General Partners do not believe that this transaction will have a
         material effect on the operations of the Partnership.

         In accordance with the Partnership Agreement, net income and loss,
         adjusted cash from operations and disposition proceeds are allocated
         99% to the limited partners and 1% to the General Partners.


                                       15
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments in mortgage loans

         The Partnership accounts for its investments in mortgage loans under
         the following methods:

                   Investment method

                   Mortgage loans representing transactions in which the
                   Partnership is considered to have substantially the same
                   risks and potential rewards as the borrower are accounted for
                   as investments in real estate rather than as loans. Although
                   the transactions are structured as loans, due to the terms of
                   the deferred interest portion of the mortgage loan, it is not
                   readily determinable at inception that the borrower will
                   continue to maintain a minimum investment in the property.
                   Under this method of accounting, the Partnership recognizes
                   as revenue the lesser of the amount of interest as
                   contractually provided for in the mortgage loan, or the pro
                   rata share of the actual cash flow from operations of the
                   underlying property inclusive of depreciation and interest
                   expense on any senior indebtedness.

                   Interest method

                   Under this method of accounting, the Partnership recognizes
                   revenue as interest income over the term of the mortgage loan
                   so as to produce a constant periodic rate of return. Interest
                   income is not recognized as revenue during periods where
                   there are concerns about the ultimate realization of the
                   interest or the loan principal.

         Loan origination and acquisition fees

         Fees received and costs associated with the funding of mortgage loans
         are included in investments in mortgage loans and amortized over the
         term of the mortgage. Amortization is included in interest income.

         Allowance for loan losses

         A provision for loan losses is established based upon a periodic review
         of each of the mortgage loans in the Partnership's portfolio. In
         performing this review, management considers the estimated net
         realizable value of the mortgage loan or collateral as well as other
         factors, such as the current occupancy, the amount and status of any
         senior debt, the prospects for the property and the economic situation
         in the region where the property is located. Because this determination
         of net realizable value is based upon projections of future economic
         events which are inherently subjective, the amounts ultimately realized
         at disposition may differ materially from the carrying value at each
         year end. Accordingly, the Partnership may provide additional losses in
         subsequent years and such provisions could be material.

         Write-down for impairment

         The Partnership provides write-downs for impairment based upon a
         periodic review of the real estate in its portfolio. Real estate
         property is carried at the lower of depreciated cost or estimated fair
         value. In performing this review, management considers the estimated
         fair value of the property based upon the undiscounted future cash
         flows, as well as other factors, such as the current occupancy, the
         prospects for the property and the economic situation in the region
         where the property is located. Because this determination of estimated
         fair value is based upon projections of future economic events which
         are inherently subjective, the amount ultimately realized at
         disposition may differ materially from the carrying value at each year
         end.


                                       16
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Write-down for impairment (continued)

         Accordingly, the Partnership may record additional write-downs in
         subsequent years and such write-downs could be material.

         Depreciation

         Depreciation on properties acquired by the Partnership as a result of a
         loan default is computed using the straight-line method over the useful
         life of the property, which is estimated to be 40 years. The initial
         cost of property represents the lower of the loan principal or the fair
         market value of the property at the time of acquisition. Repairs and
         maintenance are charged to operation as incurred.

         Cash and Cash Equivalents

         For the purpose of the statements of cash flows, the Partnership
         considers all short-term investments which have original maturities of
         three months or less to be cash equivalents. Principally all of the
         Partnership's cash and cash equivalents are held at one financial
         institution.

         Fair Value of Financial Instruments

         The fair value of financial instruments is determined by reference to
         market data and other valuation techniques as appropriate. The
         Partnership's financial instruments include cash and cash equivalents
         and investments in mortgage loans. Unless otherwise disclosed, the fair
         value of financial instruments approximates their recorded value.

         Net income and distributions per unit of limited partnership interest

         Net income and distribution per unit of limited partnership interest
         are computed based upon the number of outstanding units (5,690,843) for
         the year.

         Income Taxes

         No provisions have been made for federal, state and local income taxes,
         since they are the personal responsibility of the partners.

         The income tax returns of the Partnership are subject to examination by
         federal, state and local taxing authorities. Such examinations could
         result in adjustments to the Partnership's income or loss, which could
         affect the tax liability of the individual partners.

         Estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosures of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.


                                       17
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recently Issued Accounting Standards

         The Financial Accounting Standards Board ("FASB") issued Statement of
         Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other
         Intangible Assets". SFAS No. 142 addresses accounting and reporting for
         intangible assets acquired, except for those acquired in a business
         combination. SFAS No. 142 presumes that goodwill and certain intangible
         assets have indefinite useful lives. Accordingly, goodwill and certain
         intangibles will not be amortized but rather will be tested at least
         annually for impairment. SFAS No. 142 also addresses accounting and
         reporting for goodwill and other intangible assets subsequent to their
         acquisition. SFAS No. 142 is effective for fiscal years beginning after
         December 15, 2001. This statement had no effect on the Partnership's
         financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets," which addresses financial
         accounting and reporting for the impairment or disposal of long-lived
         assets. This statement supersedes SFAS No. 121, "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of" and the accounting and reporting provisions of APB Opinion
         No. 30, "Reporting the Results of Operations - Reporting the Effects of
         a Disposal of a Business and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions," for the disposal of a segment of a
         business. This statement also amends ARB No. 51, "Consolidated
         Financial Statements," to eliminate the exception to consolidation for
         a subsidiary for which control is likely to be temporary. SFAS No. 144
         is effective for fiscal years beginning after December 15, 2001, and
         interim periods within those fiscal years. The provisions of this
         Statement generally are to be applied prospectively. This statement had
         no effect on the Partnership's financial statements.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and
         Technical Corrections," which updates, clarifies and simplifies
         existing accounting pronouncements. In part, this statement rescinds
         SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt."
         FASB No. 145 will be effective for fiscal years beginning after May 15,
         2002. Upon adoption, enterprises must reclassify prior period items
         that do not meet the extraordinary item classification criteria in APB
         Opinion No. 30. The Partnership does not expect that this statement
         will have a material effect on the Partnership's financial statements.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." SFAS No. 146 requires
         companies to recognize costs associated with exit or disposal
         activities when they are incurred rather than at the date of a
         commitment to an exit or disposal plan. Examples of costs covered by
         the standard include lease termination costs and certain employee
         severance costs that are associated with a restructuring, discontinued
         operation, plant closing or other exit or disposal activity. SFAS No.
         146 is effective prospectively for exit and disposal activities
         initiated after December 31, 2002, with earlier adoption encouraged.
         The Partnership does not expect that this statement will have a
         material effect on the Partnership's financial statements.

         In November 2002, the FASB issued Interpretation No. 45, Guarantors'
         Accounting and Disclosure Requirements for Guarantees, Including
         Indirect Guarantees of Indebtedness of Others. The Interpretation
         elaborates on the disclosures to be made by a guarantor in its
         financial statements about its obligations under certain guarantees
         that it has issued. It also clarifies that a guarantor is required to
         recognize, at the inception of a guarantee, a liability for the fair
         value of the obligation undertaken in issuing the guarantee. This
         Interpretation does not prescribe a specific approach for subsequently
         measuring the guarantor's recognized liability over the term of the
         related guarantee. The disclosure provisions of this Interpretation are
         effective for the Partnership's December 31, 2002 financial statements.
         The initial recognition and initial measurement provisions of this
         Interpretation are applicable on a prospective basis to guarantees
         issued or modified after December 31, 2002. This Interpretation had no
         effect on the Partnership's financial statements.


                                       18
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recently Issued Accounting Standards (Continued)

         In January 2003, the FASB issued Interpretation No. 46, Consolidation
         of Variable Interest Entities. This Interpretation clarifies the
         application of existing accounting pronouncements to certain entities
         in which equity investors do not have the characteristics of a
         controlling financial interest or do not have sufficient equity at risk
         for the entity to finance its activities without additional
         subordinated financial support from other parties. The provisions of
         the Interpretation will be immediately effective for all variable
         interests in variable interest entities created after January 31, 2003,
         and the Partnership will need to apply its provisions to any existing
         variable interests in variable interest entities by no later than
         December 31, 2004. The Partnership does not expect that this will have
         an impact on the Partnership's financial statements.

3.       CONFLICTS OF INTEREST AND TRANSACTION WITH RELATED PARTIES

         For management of the affairs of the Partnership, the Administrative
         General Partner is entitled to receive a management fee equal to 1.75%
         of the average month-end net asset value of the Partnership. For the
         years ended December 31, 2002 and 2001, the Administrative General
         Partner earned $240,126 and $337,320, respectively, for its management
         services.

         For the servicing of mortgage loans made by the Partnership, the
         Investment General Partner is entitled to receive a mortgage servicing
         fee of 1/4 of 1% per annum of the principal balances loaned. During the
         years ended December 31, 2002 and 2001, the Investment General Partner
         earned $17,175 and $23,712, respectively, in mortgage servicing fees.

         At December 31, 2002 and 2001, the amounts due to the General Partners,
         with respect to management services and mortgage servicing fees, were
         $59,310 and $71,035, respectively.

         The Partnership has entered into a property management agreement with
         Kestrel Management, L.P. ("Kestrel"), an affiliate of the Agent, to
         perform certain functions relating to supervising the management of the
         Groton, Connecticut and Landover, Maryland properties. As such, Kestrel
         is entitled to receive as compensation for its supervisory management
         services the greater of 6% of annual gross revenues from the Groton,
         Connecticut property when leasing services are performed or 3% of gross
         revenues when no leasing services are performed.

         Management fees earned by Kestrel amounted to $34,217 and $30,110 for
         the years ended December 31, 2002 and 2001, respectively.

         As of December 31, 2002, affiliates of Presidio own 1,958,771 limited
         partnership units of the Partnership. These units represent
         approximately 34.42% of the issued and outstanding limited partnership
         units. Affiliates of the General Partners received approximately
         $1,214,000 and $1,950,000 of the distributions made to the limited
         partners for the years ended December 31, 2002 and 2001, respectively.

         The General Partners collectively are allocated 1% of net income, loss
         and cash flow distributions of the Partnership. Such amounts allocated
         or distributed to the General Partners are apportioned .98% to the
         Administrative General Partner, .01 % to the Investment General Partner
         and .01 % to the Associate General Partner. During the years ended
         December 31, 2002 and 2001, the General Partners collectively received
         $36,000 and $57,500, respectively, in distributions.


                                       19
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

4.       INVESTMENTS IN MORTGAGE LOANS

         As of December 31, 2002, the Partnership had one outstanding first
         mortgage loan representing an aggregate mortgage amount advanced of
         $6,500,000. During 2002, the Partnership was repaid the remaining
         balance on its Buena Park Landowners Loan.

         A discussion of these events, as well as a description of the
         Partnership's other mortgage investments, is described below.

         Buena Park Landowners Loan

         In August 1988, the Partnership funded a first mortgage loan in the
         principal amount of $2,200,000 at an annual interest rate of 10%. The
         loan was secured by a Lucky Supermarket located in Buena Park,
         California. The loan was interest only and scheduled to mature in May
         2005. The Partnership exercised its right to accelerate the maturity
         date of the loan and, on May 1, 2002, the contractual loan balance of
         $2,545,448 was repaid.

         Oliveye Loan

         On October 31, 1997, the Partnership funded a first mortgage loan to
         Oliveye Hotel Limited Partnership in the principal amount of
         $6,500,000. The loan had an annual interest rate of 11% and was payable
         monthly. The loan is secured by the Crowne Plaza Hotel located in
         Cincinnati, Ohio and was scheduled to mature in October 2000. The
         mortgage was extended to October 2001 with interest at 12% per annum
         and monthly payments of $68,450. The Partnership further extended the
         maturity date to October 1, 2003. The Partnership received a loan
         origination fee of $31,872 related to the 2000 extension. In addition,
         the borrower placed in escrow a deed which will be released to the
         Partnership should the borrower default.

         During the year 2002, based upon the cash flow generated from the
         property which secures the Partnership's loan and the economic
         situation in the market in which Partnership's collateral is located,
         the Partnership determined that an allowance for loan loss was
         required. Accordingly, the Partnership recorded an allowance for loan
         loss of $3,031,234. This reserve reduced the carrying value of its
         remaining mortgage loan and accrued interest to its net realizable
         value of $4,000,000. The Partnership has ceased accruing interest on
         the loan.

         Lionmark Corporate Center Loan

         On June 15, 1993, the Partnership funded a first mortgage loan in the
         principal amount of $4,000,000 at an annual interest rate of 8.5%,
         payable in monthly installments of principal and interest (based on a
         35-year amortization schedule). The loan was for a ten-year period. The
         loan was prepaid by the mortgagor on May 31, 2001 at its carrying
         value.


                                       20
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

4.       INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

         Information with respect to the Partnership's investments in mortgage
         loans is summarized below:

<TABLE>
<CAPTION>

                                                                                Interest
                       Interest      Interest                     Mortgage      Recognized         (1)                 (1)
                         Rate          Rate        Maturity        Amount        Dec. 31,      Carrying Value     Carrying Value
                       Current %     Accrued %       Date         Advanced        2002          Dec. 31, 2002     Dec. 31, 2001
                       ---------     ---------    ----------     -----------   -----------     ---------------    ---------------
<S>                  <C>           <C>          <C>          <C>             <C>              <C>             <C>
Description
Shopping Center
Lucky Supermarket
  Buena Park, CA     8.41-10.00        1.82-0     April 2002     $ 2,200,000    $ 376,329      $      --          $ 2,218,084
(3)

Hotel
Crowne Plaza Hotel
   Cincinnati, OH       12.00            --       Oct. 2003                       583,709        4,000,000          6,319,366
(2)                                                 (4)            6,500,000

  OFFICE BUILDING
Lionmark Corp.
Ctr
   Columbus, OH          8.5             --       June 2003        4,000,000          --            --                --
(5)                                                              -----------    ---------      -----------        -----------
                                                                 $12,700,000    $ 960,038      $ 4,000,000        $ 8,537,450
                                                                 ===========    =========      ===========        ===========
</TABLE>

     1.   The carrying values of the above mortgage loans are inclusive of
          acquisition fees, accrued interest recognized and loan origination
          fees. At December 31, 2002, the carrying value of the remaining loan
          is net of an allowance for loan loss of $3,031,234.

     2.   This loan is accounted for under the interest method. The contractual
          balance is $7,205,849 at December 31, 2002.

     3.   This loan was accounted for under the investment method. The loan was
          repaid on May 1, 2002 at its contractual balance of $2,545,448.

     4.   The loan now requires the borrower to pay to the partnership, on a
          monthly basis, all excess cash flow (as defined) generated by the
          property.

     5.   The loan was prepaid by the mortgagor on May 31, 2001.


                                       21
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

4.       INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

         A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>
                                                        INVESTMENT       INTEREST
a)                                                        Method          Method          Total
                                                       ------------    ------------    ------------
<S>                                                  <C>              <C>             <C>
                   Balance, January 1, 2001            $  2,223,377    $ 10,150,354    $ 12,373,731
                      Interest recognized                   273,978         921,755       1,195,733
                      Amortization of loan principal           --           (65,389)        (65,389)
                      Cash received inclusive of
                        current interest accruals          (279,271)     (4,687,354)     (4,966,625)
                                                       ------------    ------------    ------------

                   Balance, December 31, 2001             2,218,084       6,319,366       8,537,450
                      Interest recognized                   376,329         583,709         960,038
                      Provision for loan loss                  --        (3,031,234)     (3,031,234)
                      Accrued interest included in
                        provision for loan loss                --           189,364         189,364
                   Cash received inclusive of
                        current interest accruals        (2,594,413)        (61,205)     (2,655,618)
                                                       ------------    ------------    ------------

                   Balance, December 31 2002           $       --      $  4,000,000    $  4,000,000
                                                       ============    ============    ============
          </TABLE>

5.       REAL ESTATE

         The following table is a summary of the Partnership's real estate:

<TABLE>
<CAPTION>
                                                      December 31,     December 31,
                                                          2002            2001
                                                      ------------    ------------
<S>                                                 <C>             <C>
                     Land                             $  2,460,000    $  2,460,000
                     Building and improvements           9,427,814       9,403,746
                                                      ------------    ------------
                                                        11,887,814      11,863,746

                     Less: accumulated depreciation     (1,901,676)     (1,621,439)
                     Less: impairment reserve           (4,680,933)     (4,680,933)
                                                      ------------    ------------
                                                      $  5,305,205    $  5,561,374
                                                      ============    ============
          </TABLE>

         Landover, Maryland

         On December 21, 1992, the Partnership foreclosed on the property
         securing the Garfinkel's loan. At the foreclosure sale, the Partnership
         acquired the property for a bid of $3,200,000. In addition, in June
         1993 the Partnership paid $84,404 for costs associated with the
         foreclosure. Such costs have been capitalized as real estate assets and
         had been depreciated over the estimated useful life of the property.


                                       22
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

5.       REAL ESTATE (CONTINUED)

         Landover, Maryland (Continued)

         The Garfinkel's property has been vacant since the foreclosure by the
         Partnership. Based upon the continued vacancy and the Partnership's
         inability to lease or sell the property as well as potential costs to
         upgrade the property into condition to sell, during 1999 the
         Partnership recorded a provision for impairment in the amount of
         $2,379,330, which represented the entire carrying value of the
         property.

         The Partnership paid real estate taxes for this property during the
         years ended December 31, 2002 and 2001, in the amounts of $48,558 and
         $43,260, respectively. Such amounts are included in operating
         expenses-real estate in the statements of operations.

         Groton, Connecticut

         The Groton loan, in the original principal amount of $8,000,000, was
         collateralized by a shopping center in Groton, Connecticut. On
         September 20, 1991, Groton Associates, the borrower, filed a voluntary
         petition for reorganization pursuant to the provisions of Chapter 11 of
         the United States Bankruptcy Code.

         The Partnership obtained an order from the Bankruptcy Court on July 27,
         1993 permitting it to proceed with a foreclosure against the property
         and directing Groton Associates to turn over all cash collateral and
         provide an accounting for rents. In addition, beginning with the rents
         due on August 1, 1993, the Partnership began to collect rents directly.
         The Partnership commenced a foreclosure action in Connecticut and on
         December 9, 1993 foreclosed on the shopping center.

6.       FUTURE MINIMUM RENTAL INCOME

         Approximate future minimum rental payments, excluding operating
         escalations and other charges, due from tenants pursuant to the terms
         of existing noncancelable leases as of December 31, 2002 are as
         follows:

<TABLE>
<CAPTION>
              Year ending December 31,
<S>                                                       <C>
                           2003                            $  757,633
                           2004                               670,763
                           2005                               574,483
                           2006                               521,613
                           2007                               456,941
                           Thereafter                       1,049,706
                                                           ----------
                           Total                           $4,031,139
                                                           ==========
</TABLE>

      The leases generally provide for minimum rent, and additional rent based
      on each tenant's gross sales, as well as reimbursement of operating
      expenses over base year amounts.


                                       23
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 and 2001
                                  (Continued)

7.       RECONCILIATION OF NET (LOSS) INCOME AND NET ASSETS PER FINANCIAL
         STATEMENTS TO TAX BASIS

<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                                         --------------------------
                                                                             2002           2001
                                                                         -----------    -----------
<S>                                                                     <C>            <C>
         Net (loss) income per financial statements                      $(2,277,951)   $ 1,190,248

         Difference in income recognized on
            mortgage investments                                            (103,916)        16,778

         Provision for loan loss not recognized for tax
            Purposes                                                       3,031,234           --

         Income recognized for tax purposes which
            was deferred until future years for
            financial statement                                                 --         (302,500)

         Financial statement depreciation in excess
            of tax depreciation                                               23,200        (22,773)
                                                                         -----------    -----------

         Net income per tax basis                                        $   672,567    $   881,753
                                                                         ===========    ===========
</TABLE>

         The difference between the Partnership's net assets per financial
         statements to the tax basis of accounting are as follows:

<TABLE>
<CAPTION>
                                                                         December 31,
                                                              ----------------------------
                                                                  2002            2001
                                                              ------------    ------------
<S>                                                         <C>              <C>
         Net assets per financial statements                  $ 10,393,224    $ 16,235,498
         Deferred interest receivable                                 --           281,306
         Accrued interest receivable                               886,484            --
         Acquisition and origination fees                             --            (2,776)
         Allowance for impairments                               4,239,330       4,239,330
         Allowance for loan loss                                 2,319,365            --
         Syndication costs                                       2,669,697       2,669,697
         Cumulative tax depreciation in excess of
                financial statement depreciation                  (199,876)       (223,075)
                                                              ------------    ------------

         Net assets per tax basis                             $ 20,308,224    $ 23,199,980
                                                              ============    ============
          </TABLE>


                                       24
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None


                                       25
<PAGE>

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Registrant has no officers or directors. The Administrative General Partner
manages and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
officers and directors of the Associate General Partner and the Investment
General Partner, in their respective capacities as such, do not devote any
material amount of their business time and attention to Registrant's affairs.
The names and positions held by the officers and directors of the Administrative
General Partner at March 24, 2003 are described below. The officers and
directors of the Associate General Partner and the Investment General Partner
are the same as the officers and directors of the Administrative General
Partner.

<TABLE>
<CAPTION>
                                                                                Has Served as
                                        Position Held with the           Has Served as a Director
Name                                   Managing General Partner               or Officer Since
----                                   ------------------------               ----------------
<S>                                 <C>                                 <C>
Michael L. Ashner                     President and Director                       10-99

Richard J. McCready                   Vice President                               11-97

Peter Braverman                       Vice President                               10-99

Carolyn Tiffany                       Vice President and Treasurer                 10-99
</TABLE>

         Michael L. Ashner, age 50, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. Since August 19, 2002, Mr. Ashner has
also served as the Chief Executive Officer of Shelbourne Properties I Inc.,
Shelbourne Properties II Inc. and Shelbourne Properties III Inc. (collectively,
the "Shelbourne REITs"), three publicly traded real estate investment trusts.
Mr. Ashner currently serves as a director of each of the Shelbourne REITs, Great
Bay Hotel and Casino Inc., and NBTY, Inc.

         Richard J. McCready age 44, serves as Chief Operating Officer and
Secretary of NorthStar Capital Investment Corp. ("NorthStar"). Prior to joining
NorthStar in 1998, Mr. McCready had been President, Chief Operating Officer of
WFA.

         Peter Braverman, age 51, has been a Vice President of WFA and the
Managing General Partner since January 1996. Since August 19, 2002, Mr.
Braverman has also served as the Executive Vice President of each of the
Shelbourne REITs. Mr. Braverman serves as a director of the Shelbourne REITs.

         Carolyn Tiffany, age 36, has been employed with WFA since January 1993.
Since December 1997, Ms. Tiffany has served as the Chief Operating Officer of
WFA. In addition, since August 19, 2002, Ms. Tiffany has served as the Chief
Financial Officer of each of the Shelbourne REITs.

Each director and officer of the General Partner will hold office until the next
annual meeting of stockholders of the General Partner and until his successor is
elected and qualified.

In addition, each of the foregoing officers and directors other than Mr.
McCready hold similar positions with Newkirk MLP Corp., GFB-AS Manager Corp. and
Winthrop Financial Associates, entities that through one or more subsidiaries
manage over 200 limited partnerships that hold title to real property including,
commercial properties, residential properties and assisted living facilities.

There are no family relationships among the officers and directors of the
General Partners.


                                       26
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Registrant is not required to and did not pay remuneration to the executive
officers and directors of the Administrative General Partner, the Investment
General Partner or the former Associate General Partner. Certain officers and
directors of the Investment General Partner and the Administrative General
Partner receive compensation from NorthStar or its affiliates (but not from
Registrant) for services performed for various affiliated entities, which may
include services performed for Registrant; however, the Administrative and
Investment General Partners believe that any compensation attributable to
services performed for Registrant is not material. See Item 12, "Certain
Relationships and Related Transactions."

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)  Security Ownership of Certain Beneficial Owners.

         Except as set forth below, no person or group is known by the
Registrant to be the beneficial owner of more than 5% of the outstanding Units
at March 1, 2003:

<TABLE>
<CAPTION>
                                                             Number of
         Name of Beneficial Owner                            Units owned              % of Class
         ------------------------                            -----------              ----------
<S>                                                        <C>                      <C>
         Bighorn Associates I, LLC(1)(3)                        3,352                     < 1%
         Bighorn Associates II, LLC(1)(3)                     472,069                    8.30%
         Presidio Partnership II Corp.(2)(3)                  552,506                    9.71%
         Presidio Capital Investment Company LLC(2)(3)         69,732                    1.23%
         Presidio RPS Acquisition Corp.(2)(3)                 860,751                   15.13%
</TABLE>

(1)  The principal business address of Bighorn Associates I, LLC and Bighorn
     Associates II, LLC is 7 Bulfinch Place, Suite 500, Boston, Massachusetts
     02114.

(2)  The principal business address of Presidio Partnership II Corp., Presidio
     Capital Investment Company LLC and Presidio RPD Acquisition Corp., all of
     which are affiliates of the General Partners, is 527 Madison Avenue, New
     York, New York 10022.

(3)  Each of Bighorn Associates I, LLC, Bighorn Associates II, LLC, Presidio
     Partnership II Corp., Presidio Capital Investment Company LLC and Presidio
     RPS Acquisition Corp. are affiliates of the General Partners.

         (b)  Security Ownership of Management.

         Affiliates of the General Partners own a total of 1,958,410 Units
representing approximately 34.41% of the total outstanding Units. Neither the
General Partners nor their respective officers and directors own any Units.

         (c)  Changes in Control.

         There exists no arrangement known to the Registrant the operation of
which may at a subsequent date result in a change in control of the Registrant.


                                       27
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During Registrant's fiscal year ended December 31, 2002, the General Partners
have earned or received compensation or payments for services from Registrant as
follows:

<TABLE>
<CAPTION>
        NAME OF RECIPIENT                     CAPACITY IN WHICH SERVED            COMPENSATION
        -----------------                     ------------------------            ------------
<S>                                        <C>                                   <C>
Resources Capital Corp. (3)                 Administrative General Partner        $ 240,126(1)
Resources Pension Advisory Corp. (3)        Investment General Partner            $  17,175(2)
Presidio AGP Corp. (3)                      Associate General Partner             $      --
</TABLE>

(1)  This amount represents a fee for managing affairs of Registrant.

(2)  This amount represents a fee for servicing the mortgage loan portfolio of
     Registrant.

(3)  Pursuant to Registrant's Partnership Agreement, for the year ended December
     31, 2002, the General Partners were allocated taxable income as follows:
     $6,591 to the Administrative General Partner and $67 to each of the
     Investment and Associate General Partners.

ITEM 13.   CONTROLS AND PROCEDURES

The Administrative General Partner's principal executive officer and principal
financial officer have, within 90 days of the filing date of this annual report,
evaluated the effectiveness of the Registrant's disclosure controls and
procedures (as defined in Exchange Act Rules 13a - 14(c) and have determined
that such disclosure controls and procedures are adequate. There have been no
significant changes in the Registrant's internal controls or in other factors
that could significantly affect such internal controls since the date of
evaluation. Accordingly, no corrective actions have been taken with regard to
significant deficiencies or material weaknesses.


ITEM 14. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)  Exhibits:

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part of this Annual Report and incorporated in this Annual Report as set forth
in said Index.

(b)  Reports on Form 8-K

         None


                                       28
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 26th day of March, 2003.


RESOURCES PENSION SHARES 5, L.P.


By:      RESOURCES CAPITAL CORP.
         Administrative General Partner

By:      /s/ Michael L. Ashner
         ---------------------
         Michael L. Ashner
         President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant in their
capacities as directors and/or officers (with respect to the Administrative and
Investment General Partners) on the date indicated below.

<TABLE>
<CAPTION>
       SIGNATURE                          TITLE                                DATE
       ---------                          -----                                ----
<S>                                 <C>                                <C>

/s/ Michael L. Ashner                Director and President              March 26, 2003
---------------------------
Michael L. Ashner


/s/ Carolyn Tiffany                  Vice President and Treasurer        March 26, 2003
---------------------------
Carolyn Tiffany
</TABLE>


                                       29
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                          FORM 10-KSB DECEMBER 31, 2002

                                 CERTIFICATIONS

          I, Michael L. Ashner, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Resources Pension
          Shares 5, L.P. (the "Registrant");

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Registrant as of, and for, the periods presented in
          this annual report;

     4.   The Registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
          and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the Registrant is made known to
               us, particularly during the period in which this annual report is
               being prepared:

          b)   evaluated the effectiveness of the Registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures on our
               evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the Registrant's auditors and the
          audit committee of Registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the Registrant's
               ability to record, process, summarize and report financial data
               and have identified for the Registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Registrant's
               internal controls; and

     6.   The Registrant's other certifying officers and I have indicated in
          this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.

     Date:   March 26, 2003                    /s/ Michael L. Ashner
                                               ---------------------
                                               Michael L. Ashner
                                               Chief Executive Officer


                                       30
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                          FORM 10-KSB DECEMBER 31, 2002

                                 CERTIFICATIONS

          I, Carolyn Tiffany, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Resources Pension
          Shares 5, L.P. (the "Registrant");

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Registrant as of, and for, the periods presented in
          this annual report;

     4.   The Registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
          and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the Registrant is made known to
               us, particularly during the period in which this annual report is
               being prepared:

          b)   evaluated the effectiveness of the Registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures on our
               evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the Registrant's auditors and the
          audit committee of Registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the Registrant's
               ability to record, process, summarize and report financial data
               and have identified for the Registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Registrant's
               internal controls; and

     6.   The Registrant's other certifying officers and I have indicated in
          this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.

     Date:   March 26, 2003                    /s/ Carolyn Tiffany
                                               -------------------
                                               Carolyn Tiffany
                                               Chief Financial Officer


                                       31
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                   PAGE
EXHIBITS                                                                          NUMBER
<S>     <C>                                                                       <C>
3        Amended and Restated Certificate of Limited Partnership and Partnership
         Agreement, incorporated by reference to Exhibit A to Registrant's
         Prospectus dated May 15, 1986, filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (File No. 33-3572).

10(a)    Services Agreement incorporated by reference to Exhibit 10B to
         Registrant's Registration Statement (No. 33-3572).

10(b)    Agreement with Associate General Partner incorporated by reference to
         Exhibit 10C to Registrant's Registration Statement (No. 33-3572).

10(c)    Supervisory Management Agreement dated as of December 9, 1993 between
         Registrant and Resources Supervisory Management Corporation
         incorporated by reference to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 1993.

10(d)    Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing
         (U.S.A.) Inc. dated as of April 22, 1993, purchased by Registrant on
         July 12, 1995.

10(e)    Negotiable Promissory Note between DVL, Inc. and Registrant, dated
         February 28, 1997.

10(f)    Loan Agreement between Oliveye Hotel Limited Partnership and
         Registrant, dated October 31, 1997.

99.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.                                                                       33
</TABLE>


                                       32