FORM 10-K - ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                    Form 10-K

(MarkOne)
[X] ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934
    [No Fee Required]

                    For the fiscal year ended December 31, 1999

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
    ACT OF 1934
    [No Fee Required]

                For the transition period from _________to _________

                         Commission file number 0-14528

                         CENTURY PENSION INCOME FUND XXIII
               (Exact name of registrant as specified in its charter)

         California                                             94-2963120
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                Individual Investor Units and Pension Investor Notes

                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests  as a  specified  date  within  the past 60 days  prior to the date of
filing.  No market for the Individual  Investor Units and Pension Investor Notes
exists,  and,  therefore,  a market  value  for such  Units or Notes  cannot  be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                                     PART I

Item 1.     Description of Business

Century  Pension  Income  Fund XXIII (the  "Registrant"  or  "Partnership")  was
organized in June 1984 as a  California  limited  partnership  under the Uniform
Limited  Partnership Act of the California  Corporations Code. Fox Partners V, a
California general  partnership,  is the general partner of the Registrant.  Fox
Capital  Management  Corporation (the "Managing  General Partner" or "FCMC"),  a
California corporation and Fox Realty Investors ("FRI") are the general partners
of Fox Partners V. The managing general partner of FRI is NPI Equity Investments
II, Inc. ("NPI Equity II"). The Managing  General  Partner and NPI Equity II are
subsidiaries  of  Apartment  Investment  and  Management  Company  ("AIMCO"),  a
publicly-traded  real estate investment trust (see "Transfer of Control" below).
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December 31, 2020, unless terminated prior to such date.

Beginning  in  July  1985  through   December  1986,  the  Partnership   offered
$50,000,000  in Individual  Investor Units and  $65,000,000 in Pension  Investor
Notes ("Nonrecourse  Promissory Notes" or "Promissory  Notes").  The Partnership
sold  Individual  Investor Units and Pension  Investor Notes of $47,894,500  and
$41,939,000,  respectively.  The net proceeds of this offering  were  originally
used to acquire interests in five business parks and two shopping centers and to
fund eight mortgage loans. The principal  business of the Partnership is and has
been to hold for investment and ultimately sell income-producing properties, and
to  service   and   ultimately   collect  or  dispose  of   mortgage   loans  on
income-producing  properties.  The  Partnership  presently  owns six  investment
properties.  These properties  include one residential  apartment  complex,  two
shopping centers, and three business parks. The Partnership also owned a 66 2/3%
joint  venture  interest  in one  other  commercial  property  which was sold in
January 2000.  Four  properties in which the  Partnership  held an interest were
sold in 1999 (see "Item 7.  Management's  Discussion  and  Analysis of Financial
Condition and Results of  Operations"  for further  details).  In addition,  the
Partnership still holds a mortgage loan receivable.  See "Item 2. Description of
Properties" for a description of the Partnership's investment properties.

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting.  The  Partnership's  Nonrecourse  Promissory  Notes had a balance of
principal and deferred  interest of  approximately  $80,000,000  at the maturity
date of February 15, 1999. The Partnership was unable to satisfy the Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory  Notes. The Managing  General Partner  contacted the
indenture  trustee for the Nonrecourse  Promissory Notes regarding this default.
In connection with these conversations, on July 30, 1999 the Partnership entered
into a forbearance  agreement with the indenture  trustee  pursuant to which the
indenture  trustee  agreed not to  exercise  its rights and  remedies  under the
indenture for up to 390 days. In turn, the Partnership  agreed to (a) deliver to
the indenture  trustee for the benefit of the noteholders all of the accumulated
cash  of the  Partnership,  less  certain  reserves  and  anticipated  operating
expenses,  (b) market  all of its  properties  for sale,  (c)  deliver  all cash
proceeds  from any  sales to the  indenture  trustee  until  the notes are fully
satisfied and (d) comply with the reporting  requirements  under the  indenture.
Based  on  current  market  conditions,  it is  unlikely  that  the  sale of the
Partnership's   assets  will  generate   sufficient  proceeds  to  pay  off  the
Nonrecourse  Promissory  Notes  in  full.  If the  Partnership  cannot  sell its
properties for sufficient value, in accordance with the terms of the forbearance
agreement,  it is likely that the Partnership  will lose its properties  through
delivery to an auctioneer.

<PAGE>

The Partnership has no employees.  An affiliate of the Managing  General Partner
provides  management  services  for  the  Partnership's  residential  investment
property.  Until September 30, 1998, property management services for Coral Palm
Plaza were  performed by an affiliate of the  Managing  General  Partner.  Since
October 1, 1998 these  property  management  services  have been  provided by an
unrelated  third  party.  With  respect to the  Partnership's  other  commercial
properties,  property management services are performed by an unaffiliated third
party management  company.  See "Item 8. Financial  Statements and Supplementary
Data - Note E" for additional information.

There have been,  and it is possible  there may be other,  Federal,  state,  and
local  legislation  and  regulations  enacted  relating to the protection of the
environment.  The Partnership is unable to predict the extent,  if any, to which
such existing or new  legislation  or  regulations  might  adversely  affect the
properties owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities. In no case has the Registrant received notice that it
is a potentially  responsible  party with respect to an  environmental  clean up
site.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating  residential and commercial  properties because
such properties are  susceptible to the impact of economic and other  conditions
outside of the control of the Partnership.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential and commercial  properties within the
market  area  of  the  Partnership's  properties.  The  number  and  quality  of
competitive properties,  including those which may be managed by an affiliate of
the Managing General  Partner,  in such market area could have a material effect
on the rental  market  for the  apartments  and  commercial  space  owned by the
Registrant and the rents that may be charged for such  apartments and commercial
space.  While the Managing General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for apartments is local.  The Managing General Partner is
not a significant factor in the commercial property business.

A further  description  of the  Partnership's  business  is included in "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations".

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO,  with AIMCO being the surviving  corporation  (the  "Insignia
Merger").  As a result, AIMCO ultimately acquired 100% ownership interest in the
Managing  General  Partner.  The Managing  General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Segments

Segment data for the years ended  December 31, 1999,  1998, and 1997 is included
in "Item 8.  Financial  Statements  and  Supplementary  Data - Note O" and is an
integral part of the Form 10-K.

Item 2.     Description of Properties

The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>

                                     Date of
Property                             Purchase  Type of Ownership(2)         Use

<S>                                    <C>
Commerce Plaza                         3/86    Fee ownership           Business Park
  Tampa, Florida                                                       83,000 sq. ft.

Regency Centre                         5/86    Fee ownership           Shopping Center
  Lexington, Kentucky                                                  124,000 sq. ft.

Highland Park Commerce Center III      9/86    Fee ownership           Business Park
  Charlotte, North Carolina                                            66,000 sq. ft.

Interrich Plaza                        4/88    Fee ownership           Business Park
  Richardson, Texas                                                    53,000 sq. ft.

Centre Stage Shopping Center           1/90    Fee ownership           Shopping Center
  Norcross, Georgia                                                    96,000 sq. ft.

The Enclaves                           4/91    Fee ownership subject   Apartment
  Atlanta, Georgia                             to a first mortgage     268 units

Coral Palm Plaza (1)                   1/87    Joint venture           Shopping Center
  Coral Springs, Florida                       interest                135,000 sq. ft.
</TABLE>

(1)   Coral  Palm Plaza is owned by a joint  venture  between  the  Partnership,
      which has a 66 2/3 percent interest, and an affiliated  partnership.  This
      property  was  sold  subsequent  to year end  (see  "Item 7.  Management's
      Discussion   and   Analysis  of   Financial   Condition   and  Results  of
      Operations").

(2)   The  Non-Recourse  Promissory  Notes are secured by a deed of trust on all
      properties  owned in fee by the Partnership and by a security  interest in
      the joint venture interest held by the Partnership.

The  Partnership  also  holds a  mortgage  loan on real  property.  See "Item 8.
Financial Statements and Supplementary Data - Note F" for information  regarding
this loan.


<PAGE>


Schedule of Properties:

Set forth below for each of the  Partnership's  properties is the gross carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.
<TABLE>
<CAPTION>

                              Gross
                             Carrying     Accumulated                        Federal
Property                      Value     Depreciation (1)   Rate  Method     Tax Basis
                                   (in thousands)                         (in thousands)
<S>                          <C>              <C>          <C>               <C>
Commerce Plaza               $ 2,350          $ --         5-39    S/L       $ 3,326
Regency Centre                11,750            --         5-39    S/L         6,824
Highland Park III              3,533            --         5-39    S/L         2,834
Interrich Plaza                1,880            --         5-39    S/L         2,155
Centre Stage                   7,050            --         5-39    S/L         6,207
The Enclaves                  14,382            --         5-39    S/L         8,137
Coral Palm Plaza               5,992            --         5-39    S/L        12,836
    Total                    $46,937          $ --                           $42,319
</TABLE>

(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying  values of the  properties  were adjusted to their net realizable
      value and will not be depreciated further.

See  "Item  8.  Financial  Statements  and  Supplementary  Data - Note  B" for a
description of the Partnership's former depreciation policy.

All  of  the  Partnership's   properties  are  pledged  as  collateral  for  the
Non-Recourse   Promissory   Notes.   See  "Item  8.  Financial   Statements  and
Supplementary  Data - Notes A and K" for  information  about the payments of the
Non-Recourse   Promissory  Notes.  In  addition,  The  Enclaves  is  pledged  as
collateral for additional  financing.  The Enclaves note had a principal balance
of approximately $6,856,000 at December 31, 1999, bears interest at 12.0625% and
requires a balloon payment of approximately  $6,856,000 in April 2001, exclusive
of deferred  interest.  The Partnership  makes monthly interest only payments of
approximately $66,000 on the debt.

The  mortgage  note  payable  is  non-recourse  and is  secured by pledge of the
property and by a pledge of revenues from the rental property. The Enclaves note
includes prepayment penalties if repaid prior to maturity. Further, the property
may not be sold subject to existing indebtedness.

<PAGE>

Rental Rates and Occupancy:

Average annual rental rates and occupancy for 1999 and 1998 for each property:
<TABLE>
<CAPTION>

                                            Average Annual                Average
                                             Rental Rates                Occupancy
Property                                1999              1998         1999     1998

<S>                                 <C>              <C>               <C>      <C>
Commerce Plaza                      $ 9.01/sq.ft.    $ 8.28/sq.ft.     100%     100%
Regency Centre                       11.59/sq.ft.     10.91/sq.ft.     100%      94%
Highland Park III                     9.21/sq.ft.      8.65/sq.ft.      94%      90%
Interrich Plaza                       6.01/sq.ft.      5.52/sq.ft.      96%      97%
Centre Stage                          9.77/sq.ft.      9.40/sq.ft.      97%      97%
The Enclaves                          9,612/unit       9,377/unit       97%      94%
Coral Palm Plaza                    $14.12/sq.ft.    $ 9.50/sq.ft.      62%      67%
</TABLE>

The Managing  General  Partner  attributes  the increase in occupancy at Regency
Centre to an expanding  local economy  creating a demand for retail space in the
area which  resulted in four tenants  occupying  approximately  12% of the total
square footage,  signing leases since March 31, 1998. Occupancy at Highland Park
III  increased  due to 2,275  square feet of space being  leased to a new tenant
during the first quarter of 1999.  Occupancy at The Enclaves  increased due to a
more  aggressive  marketing  campaign at the  property.  Occupancy at Coral Palm
Plaza  decreased as a result of three tenants  vacating the property in 1998 and
two  tenants  vacating  the  property  during  the fourth  quarter of 1997.  The
property was sold subsequent to December 31, 1999.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
similar  properties in the area. The Managing  General Partner believes that all
of  the  properties  are  adequately  insured.   The  multi-family   residential
property's lease terms are for one year or less. The commercial lease terms vary
as set forth below.  No  residential  tenant leases 10% or more of the available
rental space. All of the properties are in good physical  condition,  subject to
normal  depreciation and deterioration as is typical for assets of this type and
age. See the following  disclosures regarding tenants that occupy 10% or more of
the commercial space.

<PAGE>

<TABLE>
<CAPTION>

Schedule of Lease Expirations for 2000-2009:

                         Number of        Square          Annual         % of Gross
                        Expirations        Feet            Rent         Annual Rent
<S>                         <C>           <C>           <C>               <C>
Commerce Plaza
2000                         5            65,833         $530,945          72.8%
2001-2002                    0                --               --            --
2003                         1             9,523          136,369          18.7%
2004-2009                    0                --               --            --

Regency Centre
2000                         7            13,977          189,231          13.5%
2001                         6            13,624          196,540          14.0%
2002                         6            12,914          157,626          11.2%
2003                         8            42,815          491,978          35.1%
2004                         5            41,074          366,849          26.2%
2005-2009                    0                --               --            --

Highland Park III
2000                         6            12,866          122,464          21.1%
2001                         5            12,562          113,469          19.5%
2002                         6            21,170          214,653          36.9%
2003                         0                --               --            --
2004                         1            13,154          115,098          19.8%
2005-2009                    0                --               --            --

Interrich Plaza
2000                         1             3,500           19,250           6.0%
2001                         1             3,300           23,100           7.2%
2002                         1             3,230           21,803           6.8%
2003                         1            36,209          217,254          67.5%
2004                         1             1,900           13,296           4.1%
2005-2009                    0                --               --            --

Centre Stage
2000                         3             4,693           88,992           9.3%
2001                         1               900           29,151           3.0%
2002                         6            12,550          175,721          18.4%
2003                         4            10,824          138,823          14.5%
2004-2005                    0                --               --            --
2006                         2             5,450           73,908           7.7%
2007-2009                    0                --               --            --

Coral Palm Plaza
2000                         6             7,750           99,642          11.4%
2001                         3             5,200           73,400           8.4%
2002                         3             3,350           42,446           4.8%
2003                         3            13,572          139,226          15.9%
2004                         3            12,314          134,957          15.4%
2005                         2            21,400          171,611          19.6%
2006                         0                --               --            --
2007                         2            17,600          187,600          21.4%
2008-2009                    0                --               --            --
</TABLE>

<PAGE>

The following schedule reflects  information on tenants occupying 10% or more of
the leasable square feet for each property at December 31, 1999:
<TABLE>
<CAPTION>

                                   Square          Expiration       Annual Rent Per
                                  Footage           of Lease          Square Foot
Commerce Plaza
<S>                                <C>              <C>   <C>            <C>
 Bank                              64,186           01/31/00             $ 8.00

Regency Center
 Craft Store                       18,121           02/28/03               7.84
 Fashion Discount                  32,154           11/30/04               7.56

Highland Park III
 Bank                              13,154           03/31/04               8.75
 Marketing                          6,788           04/30/01               7.00
 Construction                       7,027           04/05/02               8.25

Interrich Plaza
 Electronic Manufacturer           36,209           12/31/03               6.00

Centre Stage
 Grocer                            58,890           03/31/11               7.64

Coral Palm Plaza
 Craft Store                       20,000           02/28/05               7.45
</TABLE>

Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 for each property were:

                                                 1999            1999
                                                Billing          Rate
Property                                    (in thousands)

Commerce Plaza                                   $ 88            2.50%
Regency Centre                                     86             .96%
Highland Park III                                  50            1.20%
Interrich Plaza                                    51            2.54%
Centre Stage                                       89            3.22%
The Enclaves                                      178            3.95%
Coral Palm Plaza                                  184            2.52%

<PAGE>

Capital Improvements:

Commerce Plaza

In 1999, the Partnership spent approximately  $47,000 in capital improvements at
Commerce  Plaza  consisting   primarily  of  tenant  improvements  and  building
improvements. These improvements were funded from cash flow. The Partnership has
not budgeted  capital  improvements  for 2000 since it anticipates  selling this
property in 2000.

Regency Center

In 1999, the Partnership spent approximately  $24,000 in capital improvements at
Regency Center consisting of tenant improvements. These improvements were funded
from cash flow. The Partnership has not budgeted  capital  improvements for 2000
since it anticipates selling this property in 2000.

Highland Park III

In 1999, the Partnership spent approximately  $99,000 in capital improvements at
Highland  Park  Commerce  Center  consisting  of  tenant   improvements.   These
improvements  were  funded  from cash flow.  The  Partnership  has not  budgeted
capital  improvements  for 2000 since it  anticipates  selling this  property in
2000.

Interrich Plaza

In 1999, the Partnership spent approximately  $12,000 in capital improvements at
Interrich Plaza  consisting of tenant  improvements  and building  improvements.
These  improvements were funded from cash flow. The Partnership has not budgeted
capital  improvements  for 2000 since it  anticipates  selling this  property in
2000.

Centre Stage

In 1999, the Partnership spent approximately  $35,000 in capital improvements at
Centre  Stage  Shopping  Center   consisting  of  tenant   improvements.   These
improvements  were  funded  from cash flow.  The  Partnership  has not  budgeted
capital  improvements  for 2000 since it  anticipates  selling this  property in
2000.

The Enclaves

In 1999, the Partnership spent approximately $136,000 in capital improvements at
The  Enclaves  consisting  primarily  of  carpet  and  vinyl  replacement,   air
conditioning  unit  replacements,  appliances,  and  other  improvements.  These
improvements  were  funded  from cash flow.  The  Partnership  has not  budgeted
capital  improvements  for 2000 since it  anticipates  selling this  property in
2000.

Medtronics

During  1999,  the  Partnership  did not complete  any capital  improvements  at
Medtronics. The property was sold December 7, 1999.

Coral Palm Plaza

During  1999,  the  Partnership   completed   approximately  $3,000  in  capital
expenditures  at Coral  Palm  Plaza  consisting  of tenant  improvements.  These
improvements  were funded from cash flow. The Partnership did not budget capital
improvements  for 2000 since its anticipated sale in 2000. The property was sold
January 19, 2000.

<PAGE>

Plymouth Service Center

During  1999,  the  Partnership  did not complete  any capital  improvements  at
Plymouth Service Center. The property was sold June 1, 1999.

Alpha Business Center

During  1999,  the  Partnership  completed   approximately  $34,000  of  capital
improvements  at  Alpha  Business  Center  consisting  of  building  and  tenant
improvements. The property was sold June 1, 1999.

Westpoint Business Center

During  1999,  the  Partnership  completed   approximately  $32,000  of  capital
improvements at Westpoint Business Center consisting of tenant improvements. The
property was sold June 1, 1999.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 8.  Financial  Statements  and  Supplementary  Data,  Note D - Transfer of
Control").  The plaintiffs seek monetary damages and equitable relief, including
judicial dissolution of the Partnership.  On June 25, 1998, the Managing General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Managing General
Partner filed demurrers to the amended complaint which were heard February 1999.
Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all  limited  partners  who own units as of  November  3, 1999.  Preliminary
approval of the  settlement  was  obtained on November 3, 1999 from the Superior
Court of the State of California,  County of San Mateo,  at which time the Court
set a final  approval  hearing for December 10, 1999.  Prior to the December 10,
1999 hearing the Court received various objections to the settlement,  including
a challenge to the Court's  preliminary  approval based upon the alleged lack of
authority of class plaintiffs' counsel to enter the settlement.  On December 14,
1999, the Managing  General  Partner and its affiliates  terminated the proposed
settlement.  Certain  plaintiffs  have filed a motion to disqualify  some of the
plaintiffs'  counsel  in the  action.  The  Managing  General  Partner  does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 1999, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

<PAGE>

                                     PART II

Item 5.     Market for the Partnership's Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 95,789
Individual  Investor Units during its offering period through  December 1986. As
of December 31, 1999,  the number of holders of  Individual  Investor  Units was
2,994. An affiliate of the Managing  General Partner owned 52 units or 0.05%, as
of December 31, 1999.  Affiliates of the Managing General Partner also own 4,604
(6.88%)  of the  Partnership's  1985  Non-Recourse  Promissory  Notes  and 1,293
(7.62%) of the  Partnership's  1986  Non-Recourse  Promissory  Notes . No public
trading market has developed for Individual  Investor Units or Pension  Investor
Units, and it is not anticipated such a market will develop in the future.

No  distributions  were made to the  limited  partners  during  the years  ended
December 31, 1999, 1998, or 1997. In accordance with the Partnership  Agreement,
distributions  are to be made to the general partner in an amount equal to 2% of
cash payments to holders of the Promissory Notes. As such, cash distributions of
approximately  $43,000 were paid to the General Partner during each of the years
ended  December  31,  1998  and  1997.  Additionally,  a  cash  distribution  of
approximately $21,000 was paid to the general partner during February 1999.

Item 6.     Selected Financial Data

The following  represents  selected financial data for the Partnership,  for the
years ended December 31, 1999,  1998,  1997,  1996, and 1995. The data should be
read  in  conjunction  with  the  consolidated   financial  statements  included
elsewhere herein. This data is not covered by the independent auditors' report.
<TABLE>
<CAPTION>

                                                   YEARS ENDED DECEMBER 31,
                                       1999       1998       1997        1996       1995
                                               (in thousands, except unit data)
<S>                                  <C>        <C>         <C>        <C>        <C>
Total revenues                       $10,543    $11,532     $11,087    $12,275    $12,712
Loss before minority interest
  in joint ventures' operations
  and extraordinary gain on
  foreclosure                        $(2,956)   $(2,579)    $(5,536)   $(3,258)   $(6,651)
Minority interest in joint
  ventures' operations                $  (48)      (432)        415       (423)      (507)
Extraordinary gain on
  foreclosure                             --         --       5,337         --         --
Net (loss) income                    $(3,004)   $(3,011)     $ 216     $(3,681)   $(7,158)
Net (loss) income per individual
  investor unit (1)                  $(32.00)   $(30.81)    $ (7.82)   $(37.66)   $(73.23)
Total assets                         $55,321    $70,369     $69,727    $78,893    $78,154
Long-term obligations:
  Nonrecourse promissory notes:
   Principal                         $32,776    $41,939     $41,939    $41,939    $41,939
   Deferred interest payable (2)      33,239     37,342      34,576     31,810     29,044
Notes payable                          6,856      6,856       6,856     16,956     16,956
Total                                $72,871    $86,137     $83,371    $90,705    $87,939
</TABLE>

(1)   $500 original contribution per unit, based on units outstanding during the
      period after giving  effect to the  allocation  of net loss to the general
      partner.

(2)   For the year ended  December 31, 1999,  amount  represents  total interest
      payable as notes have reached maturity.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

The  matters  discussed  in  this  Form  10-K  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form  10-K and the  other  filings  with the  Securities  and
Exchange Commission made by the Registrant from time to time. The discussions of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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

Results of Operations

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting  due  to  the  imminent  loss  of  its  investment  properties.   The
Nonrecourse Promissory Notes had a balance of principal and deferred interest of
approximately  $80,000,000  at the  maturity  date of  February  15,  1999.  The
Partnership was unable to satisfy the Nonrecourse  Promissory  Notes at maturity
and as a result,  the Partnership  was in default on the Nonrecourse  Promissory
Notes.  Fox Capital  Management  Corporation  ("FCMC" or the  "Managing  General
Partner")  contacted the indenture trustee for the Nonrecourse  Promissory Notes
regarding this default. In connection with these conversations, on July 30, 1999
the Partnership entered into a forbearance  agreement with the indenture trustee
pursuant to which the  indenture  trustee  agreed not to exercise its rights and
remedies under the indenture for up to 390 days. In turn, the Partnership agreed
to (a) deliver to the indenture  trustee for the benefit of the  noteholders all
of  the  accumulated  cash  of  the  Partnership,   less  certain  reserves  and
anticipated  operating expenses,  (b) market all of its properties for sale, (c)
deliver all cash  proceeds  from any sales to the  indenture  trustee  until the
notes are fully satisfied and (d) comply with the reporting  requirements  under
the indenture.  Based on current market conditions, it is unlikely that the sale
of the  Partnership's  assets will generate  sufficient  proceeds to pay off the
Nonrecourse  Promissory  Notes  in  full.  If the  Partnership  cannot  sell its
properties for sufficient value, in accordance with the terms of the forbearance
agreement,  it is likely that the Partnership  will lose its properties  through
delivery to an auctioneer.  Upon the sale or disposal of the last property,  the
Partnership will terminate.

1999 Compared with 1998

Prior to adopting the liquidation basis of accounting,  the Partnership realized
a net loss of  approximately  $3,004,000  for the year ended  December  31, 1999
compared to a net loss of  approximately  $3,011,000 for the year ended December
31,  1998.  The  decrease  in net  loss  is  primarily  due to the  sale of four
investment  properties during 1999 as discussed below.  Excluding the operations
and the net gain on the sale of these properties, the net loss for 1999 from the
remaining  properties  increased  over the  comparable  period in 1998 due to an
increase in total expenses offset by an increase in total revenues. The increase
in total revenues is due to an increase in rental income due to increased rental
rates at most of the Partnership's properties and increased occupancy at Regency
Center, Highland Park III, and The Enclaves.

Total expenses at the Partnership's  remaining  investment  properties increased
primarily due to an increase in general and  administrative  expenses  partially
offset by a decrease in the amortization of sale commissions and  organizational
costs and reduced  interest owed to the  promissory  note  holders.  General and
administrative  expenses increased due to an increase in Partnership  management
fees in connection with payments made to the note holder during 1999,  increased
banking fees  associated  with  negotiating  the  forebearance  agreement on the
Partnership's  debt and increased legal fees.  Amortization of deferred  charges
decreased due to organization  costs and other deferred  charges  becoming fully
amortized in 1998.  Interest expense  decreased due to a large principal payment
made on the Partnership's Nonrecourse Promissory Notes during August of 1999.

Included in general and administrative  expenses for the year ended December 31,
1999 and 1998,  are  reimbursements  to the General  Partner  allowed  under the
Partnership  Agreement  associated  with its management of the  Partnership.  In
addition,  costs  associated with the quarterly and annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement are also included.

On June 1, 1999,  Minneapolis  Business  Park Joint Venture  ("Minneapolis"),  a
joint venture in which the  Partnership has a controlling  interest,  sold Alpha
Business Center,  Plymouth Service Center,  and Westpoint  Service Center, to an
unaffiliated  third party for net sales  proceeds of  approximately  $14,202,000
after  payment  of  closing  costs.  The  Partnership's  share of the net  sales
proceeds  is  approximately  $9,657,000  and  the  minority  holder's  share  is
approximately  $4,545,000,  which was  distributed  subsequent  to September 30,
1999.  Minneapolis  realized a loss of  approximately  $433,000 on the sale. The
Partnership's  share of the loss on the sale is  approximately  $294,000 and the
minority  holder's share is  approximately  $139,000,  which is allocated to the
minority holder through the minority interest in joint ventures' operations.

On December 7, 1999, the Partnership  sold  Medtronics to an unaffiliated  third
party for net sales  proceeds  of  approximately  $2,688,000  after  payment  of
closing  costs.  The  Partnership  realized a gain on the sale of  approximately
$1,109,000.

The following  unaudited  pro-forma  information  reflects the operations of the
Partnership  for the years ended December 31, 1999 and 1998 as if Medtronics and
Minneapolis Business Park Joint Venture had sold January 1, 1998:

                                                  1999                 1998
                                            (in thousands, except per unit data)

Revenues                                         $ 8,231             $ 7,912
Net loss                                          (4,217)             (4,022)
Net loss per limited partnership unit             (43.14)             (41.15)

<PAGE>

On January 19, 2000, Coral Palm Joint Venture ("Coral Palm"), a joint venture in
which the Partnership has a controlling  interest,  sold Coral Palm Plaza, to an
unaffiliated  third  party for net sales  proceeds of  approximately  $5,992,000
after  payment  of  closing  costs.  The  Partnership's  share of the net  sales
proceeds is  approximately  $3,995,000 and the minority's share is approximately
$1,997,000,   which  was  distributed   subsequent  to  December  31  1999.  The
Partnership's share of the net sales proceeds are held by the indenture trustee.

1998 Compared with 1997

The   Partnership's   net  loss  for  the  year  ended  December  31,  1998  was
approximately  $3,011,000  compared to net income of approximately  $216,000 for
the year ended  December  31,  1997.  The  decrease  in net income is  primarily
attributable  to the  extraordinary  gain  of  approximately  $5,337,000  on the
foreclosure of Sunnymead  Towne Shopping  Center  ("Sunnymead")  during the year
ended December 31, 1997. The Partnership's  loss before  extraordinary  gain was
approximately  $5,121,000 in 1997. The decrease in loss before the extraordinary
gain was primarily due to the provision for impairment of value of $2,067,000 at
Coral  Palm  Plaza in 1997 and  partly  due to the loss of  Sunnymead  operating
results due to the  foreclosure.  The rental income for the  comparable  periods
increased  and total  expenses  decreased.  Rental  income  increased  due to an
increase in rental rates at all of the properties.  The increase in rental rates
more than offset the decrease in occupancy rates at five of the properties.

Expenses  decreased  due to a decrease in operating  and interest  expense.  The
decrease in operating is primarily attributable to exterior painting projects at
Coral Palm Plaza, Alpha Business Center,  Plymouth Service Center and West Point
Business Center in 1997, with no similar  projects in 1998,  higher snow removal
costs at Alpha Business Center,  Plymouth Service Center and West Point Business
Center in 1997, as well as the absence of Sunnymead  operating  expense in 1998.
The  decrease in interest  expense is primarily  attributable  to the absence of
interest related to the Sunnymead mortgage.

General  and  administrative  expenses  remained  relatively  constant  for  the
comparable  periods.  Included  in general and  administrative  expenses at both
December 31, 1998 and 1997 are management reimbursements to the Managing General
Partner allowed under the Partnership Agreement.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the Managing  General Partner attempts to protect the Partnership from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

The  financial  statements  have been  prepared  assuming the  Partnership  will
liquidate during 2000 (see "Item 8. Financial  Statements and Supplementary Data
- Note A"). The notes  encumbering all of the  Partnership's  properties were in
default due to  non-payment  upon maturity in February 1999.  Consequently,  the
Partnership suffers from inadequate liquidity.  In addition,  there are no other
capital resources available to the Partnership.

At  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $2,079,000 as compared to  approximately  $11,698,000 at December
31, 1998. Cash and cash equivalents decreased approximately  $9,619,000 from the
Partnership's  previous  year ended  December 31,  1998.  The decrease is due to
approximately $10,377,000 of cash used in operating activities and approximately
$9,184,000 of cash used in financing  activities  which was partially  offset by
approximately $9,942,000 of cash provided by investing activities. Cash provided
by  investing  activities  consisted  of  proceeds  from the sale of  investment
properties  partially offset by  distributions to the minority  interest holder,
property  improvements and replacements and lease commissions paid. Cash used in
financing activities consisted of principal payments on the promissory notes and
distributions paid to the general partner.  The Partnership  invests its working
capital reserves in money market accounts.

At  December  31,  1998,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $11,698,000 as compared to  approximately  $9,366,000 at December
31, 1997.  The  increase in cash and cash  equivalents  is due to  approximately
$3,099,000 of cash provided by operating  activities  which was partially offset
by approximately $724,000 of cash used in investing activities and approximately
$43,000 of cash used in financing activities.  Cash used in investing activities
consisted of capital  improvements.  Cash used in financing activities consisted
of  distributions  paid to the  general  partner.  The  Partnership  invests its
working capital reserves in money market accounts.

The  Partnership's  Enclaves  property  is secured by mortgage  indebtedness  of
approximately  $6,856,000,  which requires interest only payments with a balloon
payment due in 2001.  The  Partnership  previously  issued  Nonrecourse  Pension
Investor Notes with an aggregate  original  principal amount of $41,939,000 (the
"Notes").  Pursuant to the terms of the Notes,  the  Partnership was required to
pay interest at a rate of 5% per annum on the Notes,  and accrue the  additional
5% (1986  Notes) and 7% (1985  Notes) per annum due on the Notes.  The Notes are
secured by all of the Partnership's properties. The Nonrecourse Promissory Notes
had a balance of principal and deferred interest of approximately $80,000,000 at
the maturity date of February 15, 1999.  The  Partnership  was unable to satisfy
the Nonrecourse Promissory Notes at maturity and as a result, the Partnership is
currently  in  default  on the  Nonrecourse  Promissory  Notes.  In an effort to
resolve this  default,  the Managing  General  Partner  contacted  the indenture
trustee for the Note holders.  In connection with these  conversations,  on July
30,1999 the Partnership entered into a forbearance  agreement with the indenture
trustee  pursuant to which the  indenture  trustee  agreed not to  exercise  its
rights  and  remedies  under  the  indenture  for up to 390 days.  In turn,  the
Partnership  agreed to (a) deliver to the  indenture  trustee for the benefit of
the  noteholders all of the accumulated  cash of the  Partnership,  less certain
reserves and anticipated  operating  expenses,  (b) market all of its properties
for sale, (c) deliver all cash proceeds from any sales to the indenture  trustee
until  the  notes  are  fully  satisfied  and  (d)  comply  with  the  reporting
requirements  under the  indenture.  Based on current market  conditions,  it is
unlikely  that the sale of the  Partnership's  assets will  generate  sufficient
proceeds to pay off the Nonrecourse Promissory Notes in full. If the Partnership
is  unsuccessful  in selling its properties for sufficient  value, in accordance
with the terms of the forbearance  agreement,  it is likely that the Partnership
will lose its properties  through  delivery to an  auctioneer.  Upon the sale or
disposal of the last property, the Partnership will terminate.

In light of the maturity of the Notes, no distributions were made to the limited
partners for the years ended  December 31, 1999,  1998,  or 1997.  In accordance
with the  Partnership's  agreement of limited  partnership,  the General Partner
received  cash  distributions  equal  to 2% of  the  interest  payments  on  the
Nonrecourse Promissory Notes which amounted to approximately  $21,000,  $43,000,
and $43,000  during each of the years ended  December 31, 1999,  1998, and 1997,
respectively.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999 to the  liquidation  basis of  accounting.  Consequently,  assets have been
valued  at  estimated  net  realizable   value  (including   subsequent   actual
transactions  described  above) and liabilities are presented at their estimated
settlement  amounts,  including estimated costs associated with carrying out the
liquidation.  The valuation of assets and liabilities  necessarily requires many
estimates and assumptions and there are  substantial  uncertainties  in carrying
out the  liquidation.  The  actual  realization  of  assets  and  settlement  of
liabilities  could be higher or lower than amounts  indicated and are based upon
the  Managing  General  Partner's  estimates  as of the  date  of the  financial
statements.

The  statement  of net  liabilities  in  liquidation  as of December  31,  1999,
includes  approximately  $408,000  of costs,  net of income,  that the  Managing
General  Partner  estimates will be incurred  during the period of  liquidation,
based on the assumption that the  liquidation  process will be completed by June
30, 2000.  Because the success in  realization  of assets and the  settlement of
liabilities  is based on the Managing  General  Partner's  best  estimates,  the
liquidation period may be shorter or extend beyond the projected period.

At December 31, 1999, in accordance  with the  liquidation  basis of accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were  adjusted  to their  settlement  amount and  include  all  estimated  costs
associated  with carrying out the  liquidation.  The net adjustment  required to
convert to the liquidation basis of accounting was a decrease in net liabilities
of  approximately  $8,789,000,  which is included in the Statement of Changes in
Partners' Deficit/Net Liabilities In Liquidation. The adjustments are summarized
as follows:

                                                        Decrease (Increase)
                                                         in Net Liabilities
                                                           (in thousands)
Adjustment from book value of properties and
  improvements to estimated net realizable value              $10,139
Adjustment to record estimated costs, net of
  income, associated with the liquidation                        (408)
Adjustment of other assets                                       (942)
Net decrease in net liabilities                               $ 8,789

Foreclosure of Sunnymead Towne Shopping Center

On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead")  located in
Moreno Valley,  California,  was foreclosed upon.  Several  significant  tenants
vacated Sunnymead in 1995 and 1996 and the Partnership  recorded a provision for
impairment of value. In 1996 the Partnership ceased making debt service payments
and the property was placed in receivership in May of 1996. The Managing General
Partner  determined it was not in the Partnership's best interest to contest the
foreclosure  action as the value of the Sunnymead property was estimated at less
than the debt. As a result of the foreclosure,  the Partnership  recorded a gain
on foreclosure of  approximately  $5,337,000  during the year ended December 31,
1997. Prior to the foreclosure,  the outstanding debt on the property was a note
payable  with a  principal  balance  of  $10,100,000  and  accrued  interest  of
approximately $1,591,000.

<PAGE>

Provision for Impairment of Value

In 1997, two  significant  tenants that had occupied  36,000 square feet (27% of
leasable space) at Coral Palm Plaza moved out. The Partnership  determined that,
based on economic conditions at the time as well as projected future operational
cash  flows,  a decline in value had  occurred  which was other than  temporary.
Accordingly, the property's carrying value was reduced to an amount equal to its
estimated fair value and an impairment  write down of $2,067,000 was recorded at
December 31, 1997.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the Managing  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

Item 7a.    Market Risk Factors

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged  transactions,  nor does it hold or issue  financial  instruments  for
trading  purposes.  The  Partnership  is exposed to  changes in  interest  rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund  business  operations.  To  mitigate  the  impact of  fluctuations  in U.S.
interest rates,  the  Partnership  maintains its debt as fixed rate in nature by
borrowing on a long-term basis.  Based on interest rates at December 31, 1999, a
1%  increase  or  decrease  in market  interest  rates would not have a material
impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at December
31, 1999.  The interest rates  represent the  weighted-average  rates.  The fair
value of the  Partnership's  Nonrecourse  Promissory Notes is not practicable to
estimate due to their maturity in February 1999.

Principal amount by expected maturity:

                  Long-term Debt       Fixed Rate Debt    Average Interest Rate

                       2000                $32,776                11.60%
                       2001                  6,856                12.06%
                    Thereafter                  --                  --
                      Total                $39,632


Item 8.     Financial Statements and Supplementary Data

CENTURY PENSION INCOME FUND XXIII

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Report of Imowitz & Koenig & Co., LLP, Independent Auditors

Consolidated Statement of Net Liabilities in Liquidation - December 31, 1999

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1999, 1998, and
1997

Consolidated  Statements  of Changes in  Partners'  Deficit/Net  Liabilities  in
Liquidation for the years ended December 31, 1999, 1998, and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1999, 1998, and
1997

Notes to Consolidated Financial Statements


<PAGE>


               Report of Ernst & Young LLP, Independent Auditors

The Partners
Century Pension Income Fund XXIII

We have audited the  accompanying  consolidated  statement of net liabilities in
liquidation  of  Century  Pension  Income  Fund  XXIII,  a  California   Limited
Partnership  (the  "Partnership"),  as of  December  31,  1999  and the  related
consolidated   statements  of  operations,   changes  in  partners'  deficit/net
liabilities  in  liquidation  and cash  flows  for the year  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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 the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

As  more  fully  described  in  Note  A,  due to the  imminent  disposal  of its
investment  properties,  the Managing  General  Partner has  decided,  effective
December 31, 1999, to liquidate the  Partnership.  As a result,  the Partnership
has changed its basis of accounting as of December 31, 1999 from a going concern
basis to a liquidation basis.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  net  liabilities  in  liquidation of
Century  Pension  Income  Fund XXIII at December  31, 1999 and the  consolidated
results  of its  operations  and its cash  flows  for the year  then  ended,  in
conformity with accounting  principles  generally  accepted in the United States
applied on the bases described in the preceding paragraph.

                                                            /s/ERNST & YOUNG LLP

Greenville, South Carolina
March 24, 2000


<PAGE>


                          Independent Auditors' Report

To the Partners
Century Pension Income Fund XXIII
A California Limited Partnership
Greenville, South Carolina

We have audited the accompanying  consolidated  balance sheet of Century Pension
Income Fund XXIII, a California Limited  Partnership (the "Partnership") and its
joint ventures as of December 31, 1998 and the related  consolidated  statements
of operations,  changes in partners'  deficit and cash flows for each of the two
years in the period  ended  December  31,  1998.  These  consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  As  discussed in Note A to the
financial statements,  the Partnership's Non-Recourse Promissory Notes, totaling
approximately  $80,000,000  in principal and  interest,  matured on February 15,
1999  and are in  default.  This  matter  raises  substantial  doubt  about  the
Partnership's  ability to continue  as a going  concern.  Management's  plans in
regard to this matter are also described in Note A. The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Pension  Income Fund XXIII,  a  California  Limited  Partnership,  and its joint
ventures  as of  December  31,  1998 and the  consolidated  the results of their
operations  and their cash  flows for each of the two years in the period  ended
December 31, 1998 in conformity with generally accepted accounting principles.

                                                    /s/IMOWITZ KOENIG & CO., LLP
                                                    Certified Public Accountants

New York, NY
March 3, 1999

<PAGE>

                         CENTURY PENSION INCOME FUND XXIII
              CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (in thousands)

                                December 31, 1999

Assets
  Cash and cash equivalents                                            $ 2,079
  Receivables and deposits, net of allowance for
   uncollectible amounts of $488                                           560
  Debt trustee escrow                                                    4,745
  Mortgage loan receivable (Note F)                                      1,000
  Investment properties                                                 46,937
                                                                        55,321

Liabilities
  Accounts payable                                                          50
  Tenant security deposits                                                 194
  Accrued property taxes                                                   101
  Other liabilities                                                        297
  Accrued interest - note payable                                          295
  Mortgage note payable (Note H)                                         6,856
  Non-recourse promissory notes (Note A)
   Principal                                                            32,776
   Interest payable                                                     33,239
  Minority interest in consolidated joint venture                        1,614
  Estimated costs during the period of liquidation
   (Note A)                                                                408
                                                                        75,830
Net liabilities in liquidation                                        $(20,509)

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                        CENTURY PENSION INCOME FUND XXIII
                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)



                                                                   December 31,
                                                                       1998
Assets
   Cash and cash equivalents                                         $ 11,698
   Receivables and deposits, net of allowance for
      uncollectible amounts of $601                                     1,699
   Other assets                                                           286
   Mortgage loan receivable (Note F)                                    1,137
   Deferred charges                                                     1,037
   Debt trustee - escrow
   Investment properties (Notes A, H, and K):
      Land                                                             15,970
      Buildings and related personal property                          63,332
                                                                       79,302

      Less accumulated depreciation                                   (24,790)
                                                                       54,512
                                                                     $ 70,369
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                    $   40
   Tenant security deposit liabilities                                    342
   Accrued property taxes                                                 675
   Accrued interest-promissory notes                                    1,048
   Accrued interest-note payable                                          197
   Other liabilities                                                      342
   Mortgage note payable (Note H)                                       6,856
   Non-recourse promissory notes in default (Note A):
     Principal                                                         41,939
     Deferred interest payable in default                              37,342

Minority interest in consolidated joint ventures                        7,861

Partners' Deficit
   General Partner                                                     (1,387)
   Limited Partners (95,789 units issued and outstanding)             (24,886)
                                                                      (26,273)
                                                                     $ 70,369

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                        CENTURY PENSION INCOME FUND XXIII
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                          1999         1998         1997
Revenues:
<S>                                                     <C>           <C>         <C>
  Rental income                                         $ 9,115       $10,879     $10,433
  Interest income on mortgage loans                          81            81          81
  Other income                                              671           572         573
  Net gain on sale of investment properties                 676            --          --
      Total revenues                                     10,543        11,532      11,087

Expenses:
  Operating                                               2,839         3,082       3,292
  General and administrative                              1,896         1,004       1,006
  Depreciation                                            2,126         2,441       2,378
  Interest on notes payable                                 827           827       1,053
  Interest to promissory note holders                     4,553         4,863       4,863
  Amortization of sales commissions and
   organizational costs                                      --           420         420
  Property taxes                                          1,121         1,474       1,544
  Provision for impairment of value (Notes F and G)         137            --       2,067
      Total expenses                                     13,499        14,111      16,623

Loss before minority interest in joint ventures'
  operations and extraordinary gain on foreclosure       (2,956)       (2,579)     (5,536)

Minority interest in joint ventures' operations             (48)         (432)        415
Loss before extraordinary gain                           (3,004)       (3,011)     (5,121)
Extraordinary gain on foreclosure (Note M)                   --            --       5,337

Net (loss) income                                       $(3,004)      $(3,011)     $  216

Net income (loss) allocated to general partner            $  61         $ (60)      $ 965

Net loss allocated to limited partners                   (3,065)       (2,951)       (749)

                                                        $(3,004)      $(3,011)     $  216

Net loss per limited partnership unit                   $(32.00)      $(30.81)    $ (7.82)
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                        CENTURY PENSION INCOME FUND XXIII
                   CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS'
                     DEFICIT/NET LIABILITIES IN LIQUIDATION

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General    Limited
                                          Units       Partner    Partners      Total

<S>                                      <C>           <C>       <C>          <C>
Original capital contributions           95,789        $ 958     $ 47,894     $ 48,852

Partners' deficit at
   December 31, 1996                     95,789      $ (2,206)   $(21,186)    $(23,392)

Distributions to the
   general partner                           --           (43)         --          (43)

Net income (loss) for the year
   ended December 31, 1997                   --           965        (749)         216

Partners' deficit at
   December 31, 1997                     95,789        (1,284)    (21,935)     (23,219)

Distributions to the
   general partner                           --           (43)         --          (43)

Net loss for the year ended
   December 31, 1998                         --           (60)     (2,951)      (3,011)

Partners' deficit at
   December 31, 1998                     95,789        (1,387)    (24,886)     (26,273)

Distributions to the
   general partner                           --           (21)         --          (21)

Net income (loss) for the year
   ended December 31, 1999                   --            61      (3,065)      (3,004)

Partners' deficit at
   December 31, 1999                     95,789      $ (1,347)   $(27,817)     (29,298)

Adjustment to liquidation basis
   (Notes A and C)                                                               8,789

Net liabilities in liquidation
   at December 31, 1999                                                       $(20,509)
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements


<PAGE>

                        CENTURY PENSION INCOME FUND XXIII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)
<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                          1999        1998        1997
Cash flows from operating activities:
<S>                                                     <C>          <C>          <C>
  Net (loss) income                                     $ (3,004)    $(3,011)     $ 216
  Adjustments to reconcile net (loss) income to
   net cash provided by (used in) operating
      activities:
   Depreciation                                            2,126       2,441       2,378
   Amortization of deferred charges and lease
      commissions                                            298         695         683
   Provision for doubtful receivables                        265         170         354
   Gain on sale of investment properties                    (676)         --          --
   Provision for impairment of value                         137          --       2,067
   Minority interest in joint ventures'
      operations                                              48         432        (415)
   Deferred interest on non-recourse promissory
      notes                                                   --       2,766       2,766
   Extraordinary gain on foreclosure                          --          --      (5,337)
   Casualty loss                                              --          12          75
   Changes in accounts:
      Receivables and deposits                               874        (751)       (521)
      Other assets                                           (32)         46        (182)
      Debt trustee escrow                                 (4,745)         --          --
      Deferred charges                                       142        (199)       (385)
      Accounts payable                                        10           6         (24)
      Accrued interest on promissory notes                (1,048)         --          --
      Tenant security deposit liabilities                   (148)        (25)         (4)
      Accrued property taxes                                (574)        417         (19)
      Other liabilities                                      (45)         68        (160)
      Deferred interest                                   (4,103)         --          --
      Accrued interest on mortgage note payable               98          32         257
         Net cash (used in) provided by operating
          activities                                     (10,377)      3,099       1,749

Cash flows from investing activities:
  Restricted cash                                             --          --          13
  Property improvements and replacements                    (422)       (724)       (742)
  Lease commissions paid                                    (231)         --          --
  Insurance proceeds received                                 --          --         100
  Proceeds from sale of investment properties             16,890          --          --
  Distributions to minority interest holder               (6,295)         --          --
         Net cash provided by (used in) investing
         activities                                        9,942        (724)       (629)

Cash flows from financing activities:
  Payment on non-recourse promissory notes                (9,163)         --          --
  Distribution to the general partner                        (21)        (43)        (43)
         Net cash used in financing activities            (9,184)        (43)        (43)

Net (decrease) increase in cash and cash equivalents      (9,619)      2,332       1,077
Cash and cash equivalents at beginning of period          11,698       9,366       8,289
Cash and cash equivalents at end of period               $ 2,079     $11,698     $ 9,366

Supplemental disclosure of cash flow information:
  Cash paid for interest - notes payable                  $ 795       $ 795       $ 795
  Cash paid for interest- non-recourse promissory
   notes                                                  $ --       $ 2,097     $ 2,097

</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                  SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES


Foreclosure:

During the year ended December 31, 1997,  Sunnymead  Towne Center was foreclosed
upon  by  the  lender,  resulting  in an  extraordinary  gain  of  approximately
$5,337,000.  In connection with this foreclosure,  approximately $67,000 in cash
was  transferred to the lender as partial  settlement on the  outstanding  debt.
This cash was  previously  classified  as restricted  cash on the  Partnership's
balance sheet. In addition,  the following  balance sheet accounts were adjusted
by the non-cash amounts noted below (in thousands):

                                                             1997

                  Receivables and deposits                $   (663)
                  Other assets                                 (27)
                  Investment properties                     (5,714)
                  Tenant security deposit liabilities           42
                  Accrued interest on notes payable          1,591
                  Other liabilities                              8
                  Notes payable                             10,100


Casualty Loss:

The Partnership  recorded a net casualty loss during the year ended December 31,
1997, resulting from a fire at The Enclaves which destroyed six apartment units.
The  damage  resulted  in a net loss of  approximately  $75,000.  The  following
balance sheet  accounts  were  adjusted by the non-cash  amounts noted below (in
thousands):

                                                      1997

                  Receivables and other assets        $ 12



<PAGE>



                        CENTURY PENSION INCOME FUND XXIII
                     Notes to Consolidated Financial Statements
                                December 31, 1999

Note A - Basis of Presentation

As of December 31, 1999, Century Pension Income Fund XXIII (the "Partnership" or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
sale of its investment properties.

The Partnership's  Non-Recourse  Promissory Notes are secured by a deed of trust
on all properties owned in fee by the Partnership, by a security interest in the
joint venture interests held by the Partnership, and by a pledge of the note and
of the deed of trust on the real  properties  underlying the mortgage loans made
by the  Partnership.  The Notes  were  issued in two  series.  The "1985  Series
Notes," in the amount of  $33,454,000  bear  interest at 12% per annum,  and the
"1986  Series  Notes," in the amount of  $8,485,000,  bear  interest  at 10% per
annum,  except that  portions of the  interest  may be  deferred,  provided  the
Partnership  makes  minimum  interest  payments  of 5% on the  unpaid  principal
balance.  The  Nonrecourse  Promissory  Notes had a  balance  of  principal  and
deferred interest of approximately  $80,000,000 at the maturity date of February
15, 1999. The Partnership was unable to satisfy the Nonrecourse Promissory Notes
at maturity and as a result,  the  Partnership was in default on the Nonrecourse
Promissory Notes. Fox Capital  Management  Corporation  ("FCMC" or the "Managing
General Partner") contacted the indenture trustee for the Nonrecourse Promissory
Notes regarding this default.  In connection with these  conversations,  on July
30, 1999 the Partnership entered into a forbearance agreement with the indenture
trustee  pursuant to which the  indenture  trustee  agreed not to  exercise  its
rights  and  remedies  under  the  indenture  for up to 390 days.  In turn,  the
Partnership  agreed to (a) deliver to the  indenture  trustee for the benefit of
the  noteholders all of the accumulated  cash of the  Partnership,  less certain
reserves and anticipated  operating  expenses,  (b) market all of its properties
for sale, (c) deliver all cash proceeds from any sales to the indenture  trustee
until  the  notes  are  fully  satisfied  and  (d)  comply  with  the  reporting
requirements  under the  indenture.  Based on current market  conditions,  it is
unlikely  that the sale of the  Partnership's  assets will  generate  sufficient
proceeds to pay off the Nonrecourse Promissory Notes in full. If the Partnership
cannot sell its properties for sufficient value, in accordance with the terms of
the  forbearance  agreement,  it is likely  that the  Partnership  will lose its
properties  through delivery to an auctioneer.  Upon the sale or disposal of the
last property, the Partnership is expected to terminate.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999, to the  liquidation  basis of accounting.  Consequently,  assets have been
valued  at  estimated  net  realizable   value  (including   subsequent   actual
transactions  described  in "Note P") and  liabilities  are  presented  at their
estimated settlement amounts, including estimated costs associated with carrying
out the  liquidation.  The  valuation  of  assets  and  liabilities  necessarily
requires many estimates and assumptions and there are substantial  uncertainties
in carrying out the liquidation. The actual realization of assets and settlement
of liabilities could be higher or lower than amounts indicated and is based upon
the  Managing  General  Partner's  estimates  as of the  date  of the  financial
statements.

Included in liabilities in the statement of net liabilities in liquidation as of
December 31, 1999 is approximately  $408,000 of costs,  net of income,  that the
Managing  General  Partner  estimates  will be  incurred  during  the  period of
liquidation  based  on the  assumption  that  the  liquidation  process  will be
completed by June 30, 2000. Because the success in realization of assets and the
settlement  of  liabilities  is based on the  Managing  General  Partner's  best
estimates,  the  liquidation  period may be shorter than  projected or it may be
extended beyond the projected period.

Note B - Organization and Summary of Significant Accounting Policies

Organization:  The Partnership is a limited partnership  organized in 1984 under
the laws of the State of California to hold for investment  and ultimately  sell
income-producing real estate properties,  and invest in, service, and ultimately
collect or dispose of mortgage loans on income-producing real estate properties.
The Partnership  currently owns one apartment complex located in Georgia,  three
business parks located in Florida,  North  Carolina and Texas,  and two shopping
centers located in Kentucky and Georgia.  The Partnership  also held a sixty-six
and two thirds  percent joint venture  interest in a shopping  center located in
Florida  which was sold  subsequent  to  year-end  (see "Note P").  The  general
partner is Fox  Partners V, a  California  general  partnership,  whose  general
partners  are  FCMC and Fox  Realty  Investors  ("FRI"),  a  California  general
partnership.  The Managing  General Partner and the managing  general partner of
FRI are subsidiaries of Apartment  Investment and Management  Company  ("AIMCO")
(See "Note D - Transfer of Control"). The directors and officers of the Managing
General  Partner also serve as executive  directors  of AIMCO.  The  Partnership
Agreement  provides that the  Partnership  is to terminate on December 31, 2020,
unless terminated prior to such date.

Principles of Consolidation:  The consolidated  financial statements include all
of the  accounts  of the  Partnership  and  the  joint  ventures  in  which  the
Partnership  has a  controlling  interest.  An affiliated  partnership  owns the
minority   interest  in  this  joint  venture.   All  significant   inter-entity
transactions and balances have been eliminated.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation  of Income,  Loss,  and  Distributions:  Net  income,  net loss,  and
distributions  of cash of the Partnership are allocated  between the general and
limited partners in accordance with the provisions of the partnership agreement.

Mortgage Loan  Receivable:  The mortgage loan receivable is stated at its unpaid
balance, less an allowance for loan losses. The amount of the allowance is based
on the Managing General Partner's  evaluation of the collectibility of the loan.
Allowances  from impaired loans are generally  determined  based on the value of
underlying  collateral or the present value of estimated  cash flows.  Loans are
placed  on a  nonaccrual  basis  when a loan is  specifically  determined  to be
impaired or when, in the opinion of the Managing  General  Partner,  there is an
indication  that the borrower may be unable to meet payments as they become due.
Any unpaid interest  previously  accrued on those loans is reversed from income.
Interest  income  generally is not recognized on specific  impaired loans unless
the  likelihood of further loss is remote.  Interest  payments  received on such
loans are  applied as a reduction  of the loan  principal  balance.  In 1999 the
Partnership  determined  that its mortgage loan  receivable was impaired and its
value was  written  down  approximately  $137,000  to reflect  its fair value at
December 31, 1999 of $1,000,000 (see "Note F").

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short term maturity of these  instruments.  It is not  practicable to
estimate the fair value of the Partnership's Nonrecourse Promissory Notes due to
their  maturity  in  February  1999 and the  Partnership  is  unable  to  obtain
additional  financing.  The fair value of the mortgage note payable  encumbering
The Enclaves approximates its carrying balance.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Security Deposits:  The Partnership  requires security deposits from lessees for
the  duration of the lease and such  deposits are  included in  receivables  and
deposits.  The security deposits are refunded when the tenant vacates,  provided
the tenant has not damaged its space and is current on its rental payments.

Investment  Properties:  As a result of the Partnership adopting the liquidation
basis of accounting,  the investment properties were adjusted to their estimated
net  realizable  values at December  31,  1999.  The effect of  adoption  was to
increase  the  carrying  value of the  investment  properties  by  approximately
$10,139,000.  In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of", the Partnership
recorded  impairment  losses on long-lived assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets.  No adjustment for impairment of value was
recorded  for the  year  ended  December  31,  1998.  In 1997,  the  Partnership
determined  that the Coral Palm Plaza Joint  Venture  property,  with a carrying
value of  $6,029,000,  was impaired and its value was written down by $2,067,000
to reflect its fair value at December 31, 1997 of $3,962,000. The fair value was
based on current  economic  conditions  and projected  future  operational  cash
flows.

Depreciation:  Depreciation  was  computed  by  the  straight-line  method  over
estimated  useful lives ranging from  twenty-seven  and one-half to  thirty-nine
years for buildings and improvements and five to seven years for furnishings.

Leases:  The  Partnership  generally  leases  apartment units for lease terms of
twelve  months or less and  recognizes  income as  earned  on these  leases.  In
addition,  the Managing General Partner's policy is to offer rental  concessions
during  particularly  slow months or in response to heavy competition from other
similar complexes in the area.  Concessions are charged against rental income as
incurred.

The Partnership  leases certain  commercial space to tenants under various lease
terms.  The leases are accounted for as operating leases in accordance with SFAS
No. 13, "Accounting for Leases".  Some of these commercial leases contain rental
increases during their term. For leases with fixed rental increases,  rents were
recognized on a straight-line basis over the terms of the lease.

The  Partnership  recognized bad debt expense  associated  with rental income of
approximately  $265,000,  $170,000 and $354,000 for the years ended December 31,
1999, 1998, and 1997, respectively.

Deferred   Charges:   Included  in  deferred  charges  are  sales   commissions,
organization expenses and lease commissions.  Sales commissions and organization
expenses related to the Pension Investor Notes ("Non-Recourse Promissory Notes",
"Promissory Notes" or "Notes"), were deferred and amortized by the straight-line
method  over  the  life of the  Notes.  Leasing  commissions  are  deferred  and
amortized over the lives of the related leases.  Such amortization is charged to
operating   expense.   At  December  31,  1998,   the  sales   commissions   and
organizational  costs were fully amortized;  in addition,  at December 31, 1999,
the lease  commissions  were written off in the adjustment to liquidation  basis
because the Partnership  determined that these intangible  assets no longer have
any value.

Segment Reporting:  SFAS No. 131, Disclosure about Segments of an Enterprise and
Related  Information  established  standards  for the way that  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers. See "Note N" for required disclosure.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising expense,  included in operating expenses, was approximately $29,000,
$22,000 and  $25,000 for the years ended  December  31,  1999,  1998,  and 1997,
respectively.

Reclassifications: Certain reclassifications have been made to the 1998 and 1997
balances to conform to the 1999 presentation.

Note C - Adjustment to Liquidation Basis of Accounting

At December 31, 1999, in accordance  with the  liquidation  basis of accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were  adjusted  to their  settlement  amount and  include  all  estimated  costs
associated  with carrying out the  liquidation.  The net adjustment  required to
convert to the liquidation basis of accounting was a decrease in net liabilities
of  approximately  $8,789,000,  which is included in the Statement of Changes in
Partners' Deficit/Net Liabilities In Liquidation. The adjustments are summarized
as follows:

                                                            Decrease (Increase)
                                                            in Net Liabilities
                                                              (in thousands)
Adjustment from book value of property and
   improvements to estimated net realizable value                $10,139
Adjustment to record estimated costs, net of income,
   associated with the liquidation (Note A)                         (408)
Adjustment of other assets and liabilities                          (942)
Net decrease in net liabilities                                  $ 8,789

Note D - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
("IPT") merged into AIMCO, a publicly-traded  real estate investment trust, with
AIMCO being the surviving  corporation  (the  "Insignia  Merger").  As a result,
AIMCO  acquired 100% ownership  interest in the Managing  General  Partner.  The
Managing  General Partner does not believe that this transaction has had or will
have a material effect on the affairs and operations of the Partnership.

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing  General  Partner and  affiliates  during the years ended  December 31,
1999, 1998, and 1997:

                                                      Years ended December 31,
                                                    1999        1998        1997
                                                           (in thousands)
Property management fees (included in
  operating expense)                                $126        $154        $147
Reimbursement for services of affiliates
  (included in general and administrative
  and operating expenses)                            200         254         204
Partnership management fee (included in
  general and administrative expense)                452         111         111

During the years ended  December 31, 1999,  1998,  and 1997,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Partnership's  residential  property for providing property management services.
The Registrant paid to such affiliates  approximately  $126,000,  $120,000,  and
$116,000 for the years ended December 31, 1999,  1998,  and 1997,  respectively.
For the nine months  ended  September  30, 1998 and the year ended  December 31,
1997,  affiliates  of the  Managing  General  Partner  were  entitled to receive
varying  percentages  of gross receipts from the  Registrant's  Coral Palm Plaza
property for providing property management services. The Registrant paid to such
affiliates approximately $34,000 and $31,000 for the nine months ended September
30, 1998 and the year ended  December 31, 1997,  respectively.  Since October 1,
1998 (the  effective  date of the  Insignia  Merger)  these  services  have been
provided at Coral Palm Plaza by an unrelated party.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $200,000,
$254,000  and $204,000 for the years ended  December 31, 1999,  1998,  and 1997,
respectively.

On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
of  the  Partnership's  1985  Nonrecourse  Promissory  Notes  and  1,270  of the
Partnership's  1986 Nonrecourse  Promissory Notes from a noteholder for $600 per
note.

In accordance with the Partnership Agreement,  the general partner was allocated
its two percent continuing interest in the Partnership's net income and loss and
taxable  income and loss  exclusive of gains or losses on property  dispositions
recognized in 1997.  The gain on sale of  investment  properties in 1999 and the
extraordinary gain on the Sunnymead  foreclosure in 1997 have been allocated 20%
to the  general  partner and 80% to the  limited  partners  per the terms of the
Partnership  Agreement.  For the years ended December 31, 1999,  1998, and 1997,
the general  partner  received  approximately  $21,000,  $43,000,  and  $43,000,
respectively,  of cash  distributions,  which were equal to two  percent of cash
distributions to the Promissory Note holders.  In addition,  the general partner
is entitled to a partnership management incentive  distribution,  which together
with the partnership  management fee cannot exceed ten percent of cash available
for  distribution,  as defined.  No incentive  distributions  were made in 1999,
1998, or 1997;  however,  the general partner received a partnership  management
fee of approximately $452,000, $111,000, and $111,000 in 1999, 1998, and 1997.

Note F - Mortgage Loans Receivable

The Partnership entered into various agreements with the borrowers on two of the
Partnership's  second mortgage loans receivable which were cross  collateralized
and in default.  The properties are located in Irvine ("Irvine") and Costa Mesa,
California  ("Costa  Mesa").  The borrower on the Irvine property had terminated
payments on the mortgage loan receivable in October 1994, and in January 1995, a
court  appointed  receiver was placed on the Irvine  property.  As a result,  on
April 20, 1995, the Partnership  acquired the Irvine property  through a deed in
lieu of foreclosure  and satisfied the existing first mortgage  encumbering  the
property  in  the  principal   amount   (including   expense)  of  approximately
$1,114,000.  On May 31, 1995, the receiver on the Irvine property was dismissed.
The Partnership  commenced  operating the property on June 1, 1995. The mortgage
loan  receivable,  net of the  previously  recorded  provision for impairment of
value of $1,250,000  was  reclassified  as real estate in 1995. The mortgagor of
the Costa Mesa property  assumed  $400,000 of the  principal  amount of the debt
encumbering the Irvine property resulting in an aggregate  outstanding principal
balance of $1,137,000. The Partnership extended the maturity date of the loan on
the Costa Mesa property to March 31, 2000.  Monthly  payments to the Partnership
remain the same. Upon the sale of the Costa Mesa property,  the Partnership will
be entitled to  contingent  interest of 50% of the amount  received in excess of
the current debt. As of December 31, 1999, the Partnership  determined that this
receivable was impaired and its value was written down approximately $137,000 to
reflect its fair value at December 31, 1999 of  $1,000,000.  The  Partnership is
presently  in  negotiations  with  the  mortgagee  regarding  repayment  of this
receivable.

Interest income on the mortgage loans totaled  approximately $81,000 for each of
the years ended December 31, 1999,  1998, and 1997,  reflecting an interest rate
of approximately 7% per annum.

Note G - Provision for Impairment of Value

During 1997, two  significant  tenants that occupied  36,000 square feet (27% of
leasable space) at Coral Palm Plaza moved out. The Partnership  determined that,
based  on  economic  conditions  at  the  time,  as  well  as  projected  future
operational  cash flows,  a decline in value had  occurred  which was other then
temporary.  Accordingly,  the property's carrying value was reduced to an amount
equal to its estimated fair value and an impairment write down of $2,067,000 was
recorded at December 31, 1997.

Note H - Mortgage Note Payable

The Enclaves  Apartments  ("Enclaves")  complex  located in Atlanta,  Georgia is
pledged as  collateral  for a note payable at December  31,  1999.  The Enclaves
note, with a principal  balance of approximately  $6,856,000,  bears interest at
12.0625%.  The Enclaves note  requires a balloon  payment of $6,856,000 in April
2001, exclusive of accrued interest. The Partnership makes monthly interest only
payments of approximately $66,000 on the debt.

The  mortgage  note  payable  is  non-recourse  and is  secured by pledge of the
Partnership's  property  and by a pledge  of  revenues  from the  property.  The
Enclaves  note  includes  prepayment  penalties  if  repaid  prior to  maturity.
Further, the property may not be sold subject to existing indebtedness.

Note I - Minimum Future Rental Revenues

Minimum future rental revenues from operating leases having non-cancelable lease
terms in excess of one year at December 31, 1999, are as follows (in thousands):

                             2000                $ 4,049
                             2001                  3,417
                             2002                  2,893
                             2003                  2,149
                             2004                  1,248
                          Thereafter               3,474

                            Total                $17,230

Amortization of deferred leasing  commissions  totaled  approximately  $243,000,
$275,000,  and $263,000 for the years ended  December 31, 1999,  1998, and 1997,
respectively,  and are  included in  operating  expense.  At  December  31, 1999
unamortized  lease commissions were written off in the adjustment to liquidation
basis because the Partnership determined that this asset no longer has value.

Note J - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated financial
statements of the  Partnership.  Taxable  income or loss of the  Partnership  is
reported in the income tax returns of its partners.  A reconciliation of the net
income  (loss) per the financial  statements to the net Federal  taxable loss to
the partners is as follows:
<TABLE>
<CAPTION>

                                                 1999           1998          1997
                                                 (in thousands, except unit data)

<S>                                             <C>           <C>            <C>
Net (loss) income as reported                   $(3,004)      $(3,011)       $  216
Add (deduct):
  Provision for impairment of value                  --            --         2,067
  Original issue discount                            --        (1,606)       (1,256)
  Deferred income                                    29           (47)         (136)
  Depreciation differences                         (221)         (304)         (368)
  Bad debt expense                                  118           135            77
  Interest expense capitalized                       --             5            23
  Minority interest in joint ventures'
    operations                                   (1,313)          (50)         (682)
  Interest accrual                                   --            38           (21)
  Loss on fire                                       --            12            75
  Gain on disposal of property                      (35)           --        (5,263)
  Interest                                        1,519            --            --
  Other                                             469            --            --
Federal taxable loss                            $(2,438)      $(4,828)      $(5,268)
Federal taxable loss per limited
  partnership unit                               $  (25)        $ (49)        $ (54)
</TABLE>


<PAGE>


The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities (in thousands) at December 31, 1999:

                                                  1999

Net liabilities as reported                    $(20,509)
Differences resulted from:
  Sales commissions and organization
    expenses                                      6,558
  Original issue discount                           539
  Deferred income                                  (135)
  Depreciation                                  (24,745)
  Land and building                              20,127
  Bad debt expense                                  164
  Other                                             236
Net liabilities - Federal tax basis            $(17,765)

Note K - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                          Initial Cost
                                         To Partnership
                                         (in thousands)
                                                              Net Cost
                                                 Buildings    (Removed)
                                                and Related  Capitalized  Adjustment to
                        Encumbrances             Personal   Subsequent to  Liquidation
     Description            (1)         Land     Property    Acquisition      Basis
                       (in thousands)                                     (in thousands)
Property

<S>                         <C>        <C>        <C>           <C>          <C>
Commerce Park               $  --      $ 1,604    $ 4,188       $  796       $(4,238)
Regency Centre                 --        3,123     10,398          841        (2,612)
Highland Park Commerce
  Center III                   --          654      4,849          536        (2,506)
Interrich Plaza                --          587      1,833          514        (1,054)
Centre Stage Shopping
  Center                       --        1,300      6,588          502        (1,340)
The Enclaves                6,856        1,901      7,603        1,422         3,456
Coral Palm Plaza (2)           --        5,009     11,046       (8,414)       (1,649)

Total                     $ 6,856      $14,178    $46,505      $(3,803)      $(9,943)
</TABLE>

(1)   The  Non-Recourse  Promissory  Notes are secured by a deed of trust on all
      properties  owned in fee by the Partnership and by a security  interest in
      the joint venture interest held by the Partnership.

(2)   Property was sold subsequent to year-end (see "Note P").


<PAGE>



<TABLE>
<CAPTION>

                        Gross Amount At Which Carried
                            At December 31, 1999
                               (in thousands)
                                    Buildings
                                   And Related
                                   Personal             Accumulated     Date    Depreciable
     Description          Land     Property    Total    Depreciation  Acquired  Life-Years
                                                       (in thousands)
Property

<S>                     <C>          <C>      <C>           <C>         <C>      <C>
Commerce Plaza          $ 1,604      $ 746    $ 2,350       (1)         3/86     5-39 yrs
Regency Centre            3,111       8,369    11,750       (1)         5/86     5-39 yrs
Highland Park Commerce
  Center III                619       2,914     3,533       (1)         9/86     5-39 yrs
Interrich Plaza             587       1,293     1,880       (1)         4/88     5-39 yrs
Centre Stage Shopping
  Center                  1,300       5,750     7,050       (1)         1/90     5-39 yrs
The Enclaves              1,901      12,481    14,382       (1)         4/91     5-39 yrs
Coral Palm Plaza          1,980       4,012     5,992       (1)         1/87     5-39 yrs

Total                   $11,102     $35,835   $46,937
</TABLE>


(1)   As a result of adopting the  liquidation  basis of  accounting,  the gross
      carrying  value of the  properties  were adjusted to their net  realizable
      value and will not be depreciated further.

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                 Years Ended December 31,
                                              1999         1998        1997
                                                      (in thousands)
Real Estate
Balance at beginning of year                $ 79,302     $ 78,599    $ 87,337
  Property improvements                          422          724         742
  Casualty loss                                   --          (21)        (95)
  Provision for impairment of value               --           --      (2,067)
  Disposal via sale/foreclosure              (22,845)          --      (7,318)
  Adjustment to liquidation basis             (9,942)          --          --
Balance at end of year                      $ 46,937     $ 79,302    $ 78,599

Accumulated Depreciation
Balance at beginning of year                $ 24,790     $ 22,358    $ 21,604
  Additions charged to expense                 2,126        2,441       2,378
  Casualty loss                                   --           (9)        (20)
  Disposal via sale/foreclosure               (6,835)          --      (1,604)
  Adjustment to liquidation basis            (20,081)          --          --
Balance at end of year                        $   --     $ 24,790    $ 22,358

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 1999, 1998 and 1997 is approximately $67,064,000,  $90,784,000, and
$90,164,000,  respectively.  Accumulated  depreciation  for  Federal  income tax
purposes at  December  31,  1999,  1998 and 1997 is  approximately  $24,745,000,
$28,292,000, and $25,604,000, respectively.

Note L - Sale of Investment Properties

On June 1, 1999,  Minneapolis  Business  Park Joint Venture  ("Minneapolis"),  a
joint venture in which the  Partnership has a controlling  interest,  sold Alpha
Business Center,  Plymouth Service Center,  and Westpoint  Service Center, to an
unaffiliated  third party for net sales  proceeds of  approximately  $14,202,000
after  payment  of  closing  costs.  The  Partnership's  share of the net  sales
proceeds  is  approximately  $9,657,000  and  the  minority  holder's  share  is
approximately $4,545,000.  Minneapolis realized a loss of approximately $433,000
on the sale. The  Partnership's  share of the loss on the sale is  approximately
$294,000 and the minority  holder's share is  approximately  $139,000,  which is
allocated  to the  minority  holder  through  the  minority  interest  in  joint
ventures'  operations.  The  Partnership's  share of the net sales proceeds were
used to pay a portion of the principal and accrued  interest on the  Nonrecourse
Promissory Notes.

The sales transactions are summarized as follows (amounts in thousands):

       Net sale price, net of selling costs        $ 14,202
       Net real estate (1)                          (14,423)
       Net other assets                                (212)
          Loss on sale of real estate               $  (433)

(1)   Net of accumulated depreciation of approximately $6,638,000.

On December 7, 1999, the Partnership  sold  Medtronics to an unaffiliated  third
party for net sales  proceeds  of  approximately  $2,688,000  after  payment  of
closing  costs.  The  Partnership  realized a gain on the sale of  approximately
$1,109,000.

The Medtronics sale transaction is summarized as follows (amounts in thousands):

       Net sale price, net of selling costs        $ 2,688
       Net real estate (1)                          (1,569)
       Net other assets                                (10)
                                                   $ 1,109

(1)   Net of accumulated depreciation of approximately $198,000.

Note M - Foreclosure of Sunnymead Towne Shopping Center

On March 27, 1997, the Sunnymead Towne Shopping Center ("Sunnymead")  located in
Moreno Valley,  California,  was foreclosed upon.  Several  significant  tenants
vacated Sunnymead in 1995 and 1996 and the Partnership  recorded a provision for
impairment of value. In 1996 the Partnership ceased making debt service payments
and the property was placed in receivership in May of 1996. The Managing General
Partner  determined it was not in the Partnership's best interest to contest the
foreclosure  action as the value of the Sunnymead property was estimated at less
than the debt.  As a result of the  foreclosure,  the  Partnership  recorded  an
extraordinary  gain on foreclosure of approximately  $5,337,000  during the year
ended December 31, 1997. Prior to the  foreclosure,  the outstanding debt on the
property was a note payable with a principal  balance of $10,100,000 and accrued
interest of approximately $1,591,000.

Note N - Segment Information

Description  of the types of products  and  services  from which the  reportable
segments  derive their revenues:  The  Partnership has two reportable  segments:
residential properties and commercial properties.  The Partnership's residential
property segment consists of one apartment complex located in Atlanta,  Georgia.
The  Partnership  rents  apartment units to tenants for terms that are typically
twelve  months  or less.  The  commercial  property  segment  consists  of three
business parks located in Florida,  North  Carolina and Texas,  and two shopping
centers located in Kentucky and Georgia. In addition, the Partnership also owned
a controlling  interest in a joint venture  whose  property  includes a shopping
center located in Florida.  This property was sold  subsequent to year-end.  The
Partnership  also  owned  a  controlling  interest  in  a  joint  venture  whose
properties were sold June 1, 1999.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors management used to identify the enterprise's  reportable  segments:  The
Partnership's  reportable  segments consist of investment  properties that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

Segment  information  for the years 1999,  1998, and 1997 is shown in the tables
below (in  thousands).  The "Other" column includes  partnership  administration
related items and income and expense not allocated to reportable segments.
<TABLE>
<CAPTION>

1999
                                         Residential  Commercial     Other      Totals
<S>                                        <C>          <C>          <C>       <C>
Rental income                              $ 2,467      $ 6,648      $  --     $ 9,115
Other income                                    67          179         506        752
Gain on sale of investment properties           --          676          --        676
Interest expense                               827           --       4,553      5,380
Depreciation                                   360        1,766          --      2,126
General and administrative expense              --           --       1,896      1,896
Minority interest in joint ventures'
  operations                                    --          (48)         --        (48)
Segment profit (loss)                          265        3,065      (6,334)    (3,004)
Net liabilities in liquidation                  --           --     (20,509)   (20,509)
Capital expenditures for investment
  properties                                   136          286          --        422
</TABLE>

<TABLE>
<CAPTION>
1998
                                         Residential  Commercial     Other      Totals
<S>                                        <C>          <C>          <C>       <C>
Rental income                              $ 2,315      $ 8,564      $   --    $10,879
Other income                                    58          258         337        653
Interest expense                               827           --       4,863      5,690
Depreciation                                   350        2,091          --      2,441
Amortization of deferred costs                  --           --         420        420
General and administrative expense              --           --       1,004      1,004
Minority interest in joint ventures'
  operations                                    --         (432)         --       (432)
Segment profit (loss)                          125        2,814      (5,950)    (3,011)
Total assets                                 8,687       53,819       7,863     70,369
Capital expenditures for investment
  properties                                   161          563         --         724
</TABLE>


<TABLE>
<CAPTION>
1997
                                        Residential  Commercial     Other     Totals
<S>                                       <C>          <C>          <C>       <C>
Rental income                             $ 2,245      $ 8,188      $   --    $10,433
Other income                                   44          217         393        654
Interest expense                              827          226       4,863      5,916
Amortization of deferred costs                 --           --         420        420
Depreciation                                  338        2,040          --      2,378
General and administrative expense             --           --       1,006      1,006
Gain on foreclosure                            --        5,337          --      5,337
Provision for impairment of value              --        2,067          --      2,067
Minority interest in joint ventures'
  operations                                   --          415          --        415
Segment (loss) profit                         (45)       6,157      (5,896)       216
Total assets                                9,000       53,193       7,534     69,727
Capital expenditures for investment
   properties                                 223         519           --        742
</TABLE>

Note O - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note D - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Note P - Subsequent Event

On January 19, 2000, Coral Palm Joint Venture ("Coral Palm"), a joint venture in
which the Partnership has a controlling  interest,  sold Coral Palm Plaza, to an
unaffiliated  third  party for net sales  proceeds of  approximately  $5,992,000
after  payment  of  closing  costs.  The  Partnership's  share of the net  sales
proceeds is  approximately  $3,995,000 and the minority's share is approximately
$1,997,000,  which was distributed subsequent to December 31 1999. The net sales
proceeds  approximated  the  recorded  value of the assets at December 31, 1999.
Pursuant to the forbearance agreement, net proceeds allocated to the Partnership
were paid directly to the indenture trustee.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosures

Effective  December 10, 1999,  the  Registrant  dismissed its prior  Independent
Auditors,  Imowitz  Koenig  & Co.,  LLP  ("Imowitz")  and  retained  as its  new
Independent Auditors,  Ernst & Young LLP. Imowitz's Independent Auditors' Report
on the  Registrant's  financial  statements for the calendar year ended December
31, 1998 and 1999 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to  uncertainty,  audit scope or accounting
principles.  The  decision to change  Independent  Auditors  was approved by the
Managing General  Partner's  directors.  During the calendar year ended 1998 and
through December 10 1999, there were no disagreements between the Registrant and
Imowitz on any matter of accounting principles or practices, financial statement
disclosure,  or auditing scope of procedure which  disagreements if not resolved
to the  satisfaction  of Imowitz,  would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.

Effective  December 10, 1999,  the  Registrant  engaged Ernst & Young LLP as its
Independent  Auditors.  During the last two calendar years and through  December
10, 1999,  the Registrant did not consult Ernst & Young LLP regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-K.
<PAGE>

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant

Century Pension Income Fund XXIII (the  "Partnership" or "Registrant"),  as well
as Fox  Partners VI  ("Fox"),  the general  partner of the  Registrant,  have no
officers  or  directors.  Fox  Capital  Management  Corporation  ("FCMC"  or the
"Managing  General  Partner"),  the managing general partner of Fox, manages and
controls   substantially  all  of  the  Registrant's  affairs  and  has  general
responsibility and ultimate authority in all matters affecting its business.

The names and ages of, as well as the positions  held by the executive  officers
and  directors of the Managing  General  Partner are set forth below.  No family
relationships  exist among any of the  officers  or  directors  of the  Managing
General Partner.

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director

Martha L. Long               40    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice President and Director of the Managing
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since May 1998.  Prior to  joining  AIMCO,  Mr.  Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was  Managing  Partner  of the  firm's  Brussels,  Budapest  and Moscow
offices from 1992  through  1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power   Authority  and  serves  as  a  member  of  the  New  York  State
Privatization  Council.  He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner and AIMCO since October 1998, as a result of the acquisition of
Insignia  Financial  Group,  Inc. From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Form 5 and amendments  thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.

Item 11.    Executive Compensation

Neither the director nor officers  received any  remuneration  from the Managing
General Partner during the year ended December 31, 1999.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

The Partnership is a limited  partnership and has no officers or directors.  The
Managing  General Partner has  discretionary  control over most of the decisions
made by or for the  Partnership in accordance  with the terms of the Partnership
Agreement.  The directors and officers of the Managing  General  Partner and its
affiliates, as a group, do not own any of the Partnership's voting securities.

There is no person known to the Partnership  who owns  beneficially or of record
more than five  percent  of the  voting  authorities  of the  Partnership  as of
December 31, 1999.

As of December 31, 1999,  Insignia  Properties LP ("IPLP"),  an affiliate of the
Managing  General  Partner,  owned 52  Individual  Investor  Units  ("Units") or
approximately 0.05%. IPLP's business address is 55 Beattie Place, Greenville, SC
29602. Additionally, IPLP is indirectly ultimately owned by AIMCO.

Item 13.    Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing  General  Partner and  affiliates  during the years ended  December 31,
1999, 1998, and 1997:

                                                     Years ended December 31,
                                                   1999        1998        1997
                                                          (in thousands)
Property management fees                           $126        $154        $147
Reimbursement for services of affiliates            200         254         204
Partnership management fee                          452         111         111

During the years ended  December 31, 1999,  1998,  and 1997,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Partnership's  residential  property for providing property management services.
The Registrant  paid to such  affiliates  approximately  $126,000,  $120,000 and
$116,000 for the years ended December 31, 1999,  1998,  and 1997,  respectively.
For the nine months  ended  September  30, 1998 and the year ended  December 31,
1997,  affiliates  of the  Managing  General  Partner  were  entitled to receive
varying  percentages  of gross receipts from the  Registrant's  Coral Palm Plaza
property for providing property management services. The Registrant paid to such
affiliates approximately $34,000 and $31,000 for the nine months ended September
30,  1998 and the year  ended  December  31,  1997.  Since  October 1, 1998 (the
effective  date of the Insignia  Merger),  these  services have been provided at
Coral Palm Plaza by an unrelated party.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable   administrative   expenses  amounting  to  approximately  $200,000,
$254,000  and $204,000 for the years ended  December 31, 1999,  1998,  and 1997,
respectively.

On January 4, 1999, an affiliate of the Managing General Partner purchased 3,554
of  the  Partnership's  1985  Nonrecourse  Promissory  Notes  and  1,270  of the
Partnership's  1986 Nonrecourse  Promissory Notes from a noteholder for $600 per
note.

In accordance with the Partnership Agreement,  the general partner was allocated
its two percent continuing interest in the Partnership's net income and loss and
taxable  income and loss  exclusive of gains or losses on property  dispositions
recognized in 1997. The extraordinary gain on the Sunnymead foreclosure has been
allocated  20% to the general  partner and 80% to the limited  partners  per the
terms of the Partnership Agreement. For the years ended December 31, 1999, 1998,
and  1997,  the  general  partner  received  $21,000,   $43,000,   and  $43,000,
respectively,  of cash  distributions,  which were equal to two  percent of cash
distributions to the Promissory Note holders.  In addition,  the general partner
is entitled to a partnership management incentive  distribution,  which together
with the partnership  management fee cannot exceed ten percent of cash available
for  distribution,  as defined.  No incentive  distributions  were made in 1999,
1998, or 1997;  however,  the general partner received a partnership  management
fee of approximately $452,000, $111,000, and $111,000 in 1999, 1998, and 1997.

<PAGE>


                                     PART IV

Item 14.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)(1)(2) Consolidated Financial Statements and Consolidated Financial Statement
          Schedules:

          See "Item 8" of the Form 10-K for Consolidated  Financial Statements
          of  the  Partnership,  Notes  thereto,  and  Consolidated  Financial
          Statement Schedules.  (A Table of Contents to Consolidated Financial
          Statements  and  Consolidated   Financial   Statement  Schedules  is
          included in "Item 8" and incorporated herein by reference.)

(a)(3)    Exhibits:

          Exhibit 27, Financial Data Schedule,  is filed as an exhibit to this
          report.

(b)       Reports on Form 8-K filed during the fourth quarter of calendar year
          1999:

          Current Report on Form 8-K dated December 7, 1999 and filed December
          21, 1999 disclosing the sale of Medtronics on December 7, 1999.

          Current  Report  on Form 8-K  dated  December  10,  1999  and  filed
          December 14, 1999 disclosing the dismissal of Imowitz Koenig and Co.
          LLP as the Registrant's certifying accountant and the appointment of
          Ernst & Young LLP as the certifying  accountants  for the year ended
          December 31, 1999.

<PAGE>

                                   SIGNATURES

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

                                    CENTURY PENSION INCOME FUND XXIII

                                    By:   Fox Partners V
                                          Its General Partner

                                    By:   Fox Capital Management Corporation
                                          Its Managing General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated.

/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director

/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller


<PAGE>

                        CENTURY PENSION INCOME FUND XXIII

                                  Exhibit Index

Exhibit Number

2    NPI Stock Purchase Agreement,  dated as of August 17, 1995, incorporated by
     reference to the Partnership's  Current Report on Form 8-K dated August 17,
     1995.

2.1  Agreement  and Plan of Merger,  dated as of October 1, 1998, by and between
     AIMCO and IPT; incorporated by reference to Exhibit 2.1 of the Registrant's
     Current Report on Form 8-K dated October 1, 1998.

3.4  Agreement of Limited Partnership, incorporated by reference to Exhibit A to
     the  Prospectus  of the  Partnership  dated  July 1,  1985  and  thereafter
     supplemented contained in the Partnership's  Registration Statement on Form
     S-11 (Reg. No. 2-96389)

10.1 Purchase  and Sale  Contract  between  Registrant  and Duke Realty  Limited
     Partnership,  an  Indiana  limited  partnership,   dated  April  20,  1999,
     incorporated by reference to the  Partnership's  Current Report on Form 8-K
     dated June 1, 1999.

10.2 Amendment to Purchase and Sale Contract between  Registrant and Duke Realty
     Limited  Partnership and Weeks Realty, L.P.  (Assignee),  a Georgia limited
     partnership,   dated  May  26,  1999,  incorporated  by  reference  to  the
     Partnership's Current Report on Form 8-K dated June 1, 1999.

10.3 Purchase and Sale Contract  between  Registrant  and 18011  Mitchell LLC, a
     California   Limited   Liability   Company,   dated   September  23,  1999,
     incorporated by reference to the  Partnership's  Current Report on Form 8-K
     dated December 7, 1999.

10.4 First Amendment to Purchase and Sale Contract between  Registrant and 18011
     Mitchell LLC, a California  Limited Liability  Company,  dated November 10,
     1999, incorporated by reference to the Partnership's Current Report on Form
     8-K dated December 7, 1999.

10.5 Second Amendment to Purchase and Sale Contract between Registrant and 18011
     Mitchell LLC, a California  Limited Liability  Company,  dated November 23,
     incorporated by reference to the  Partnership's  Current Report on Form 8-K
     dated December 7, 1999.

10.6 Third Amendment to Purchase and Sale Contract between  Registrant and 18011
     Mitchell LLC, a California  Limited Liability  Company,  dated November 30,
     1999, incorporated by reference to the Partnership's Current Report on Form
     8-K dated December 7, 1999.

10.7 Purchase and Sale Contract between  Registrant and Woolbright  Development,
     Inc., a Florida Corporation, dated November 30, 1999.

10.8 First  Amendment  to Purchase  and Sale  Contract  between  Registrant  and
     Woolbright  Development,  Inc., a Florida  Corporation,  dated December 16,
     1999.

10.9 Second  Amendment  to  Purchase  and  Sale  Contract  between   Registrant,
     Woolbright Development,  Inc., a Florida Corporation,  and Woolbright Coral
     Palm, Ltd., a Florida limited partnership, dated January 19, 2000.

16   Letter from the Partnership's  former  Independent  Auditor dated April 27,
     1994,  incorporated by reference to Exhibit 10 to the Partnership's Current
     Report on Form 8-K dated April 22, 1994.

16.1 Letter dated December 14, 1999, from the former accountant, incorporated by
     reference to the  Partnership's  Current  Report on Form 8-K dated December
     10, 1999.

27   Financial Data Schedule.
<PAGE>
Exhibit 10.7

                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                         CORAL PALM PLAZA JOINT VENTURE,

                        a California general partnership

                                    AS SELLER

                                       AND

                          WOOLBRIGHT DEVELOPMENT, INC.,

                              a Florida corporation

                                  AS PURCHASER

<PAGE>

                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the 30th day of November, 1999 by and between CORAL PALM PLAZA JOINT VENTURE,
a  California  general  partnership,  having a  principal  address at 1873 South
Bellaire Street,  17th Floor,  Denver,  Colorado 80222 ("Seller") and WOOLBRIGHT
DEVELOPMENT,  INC., a Florida  corporation,  having a principal  address at 4800
North Federal Highway, Suite D-108, Boca Raton, Florida 33431 ("Purchaser").

      NOW,  THEREFORE  WITNESSETH:  That for and in  consideration  of  mutual
covenants and agreements  herein after set forth,  Seller and Purchaser hereby
agree as follows:

                                    RECITALS

R-1.  Seller  holds legal title to the real  estate  located in Broward  County,
Florida, as more particularly  described in Exhibit A attached hereto and made a
part hereof.  Improvements  have been  constructed on the property  described in
this Recital.

R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
improvements and certain associated property, defined below as the "Property" on
the terms and  conditions  set forth below,  (which terms and  conditions  shall
control  in the event of any  conflict  with these  Recitals),  such that on the
Closing Date (as  hereinafter  defined) the Property will be conveyed by limited
warranty or equivalent deed to Purchaser.

R-3.  Purchaser  has  agreed  to pay to  Seller  the  Purchase  Price  for the
Property,  and Seller  has agreed to sell the  Property  to  Purchaser  on the
terms and conditions set forth below.

R-4.  Purchaser  intends to make  investigations  regarding the Property,  and
Purchaser's  intended  uses  of  each  of  the  Property  as  Purchaser  deems
necessary and desirable.

                                   ARTICLE 1
                                  DEFINED TERMS

1.1 Unless otherwise defined herein,  terms with initial capital letters in this
Purchase Contract shall have the meanings set forth in this Article 1 below.

1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal  holiday in the State of  Florida.  1.1.2  "Closing"  means the
consummation of the purchase and sale and related  transactions  contemplated by
this  Purchase  Contract in  accordance  with the terms and  conditions  of this
Purchase Contract.

1.1.3  "Closing Date" means the date on which date the Closing of the conveyance
of the  Property is required to be held under the terms and  conditions  of this
Purchase  Contract and on which date full payment of the Purchase  Price for the
Property shall have been paid to and received by Seller in immediately available
U.S. funds.

1.1.4  "Commercial  Lease(s)" means the interest of Seller in and to all leases,
subleases  and other  occupancy  agreements,  whether  or not of  record,  which
provide for the use or  occupancy of space or  facilities  on or relating to the
Property  and which  are in force as of the  Effective  Date for the  applicable
Property.

1.1.5 "Excluded  Permits" means those Permits which,  under  applicable law, are
nontransferable  and such other Permits as may be designated as Excluded Permits
on Exhibit 1.1.5, if any, attached hereto.

1.1.6  "Effective  Date" means the date on which this Purchase  Contract is last
executed  by  Seller  and  Purchaser.  1.1.7  "Fixtures  and  Tangible  Personal
Property"  means all  fixtures,  furniture,  furnishings,  fittings,  equipment,
machinery,  apparatus,  appliances  and  other  articles  of  tangible  personal
property now located on the Land or in the  Improvements  as of the date of this
Purchase  Contract and used or usable in  connection  with any present or future
occupation or operation of all or any part of the Property.  The term  "Fixtures
and Tangible Personal  Property" does not include (i) equipment leased by Seller
and the  interest of Seller in any  equipment  provided to the Property for use,
but not owned or leased by Seller,  or (ii) property  owned or leased by Tenants
and  guests,  employees  or other  persons  furnishing  goods or services to the
Property or (iii) property and equipment owned by Seller,  which in the ordinary
course of business of the  Property is not used  exclusively  for the  business,
operation or management of the Property or (iv) the property and  equipment,  if
any, expressly identified in Exhibit1.1.7.

1.1.8 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is". 1.1.9 "Land" means all of those certain tracts of land located in
the State of Florida described on Exhibit "A" attached hereto),  and all rights,
privileges and appurtenances pertaining thereto.

1.1.10  "Miscellaneous  Property  Assets"  means all  contract  rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller,  excluding,  however,  (i) receivables,  (ii) Property Contracts,  (iii)
Commercial Leases, (iv) Permits,  (v) cash or other funds, whether in petty cash
or house "banks," or on deposit in bank accounts or in transit for deposit, (vi)
refunds, rebates or other claims, or any interest thereon, for periods or events
occurring  prior to the Closing  Date,  (vii) utility and similar  deposits,  or
(viii) insurance or other prepaid items or (ix) Seller's  proprietary  books and
records,  except to the extent  that  Seller  receives  a credit on the  closing
statement  for any such item.  1.1.11  "Permits"  means all licenses and permits
granted by governmental  authorities  having  jurisdiction  over the Property in
respect of the matter to which the  applicable  license  or permit  applies  and
owned by Seller and used in or relating to the ownership, occupancy or operation
of the Property or any part thereof not subject to a Commercial Lease.

1.1.12 "Permitted  Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance  with the provisions of Section
6.2.

1.1.13  "Property"  means  the Land and  Improvements  and all  rights of Seller
relating to the Land and the  Improvements,  including without  limitation,  any
rights, title and interest of Seller, if any, in and to (i) any strips and gores
adjacent  to the Land and any land  lying  in the bed of any  street,  road,  or
avenue opened or proposed, in front of or adjoining the Land, to the center line
thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
the Property by reason of a change of grade of any street or highway;  (iii) all
of the easements,  rights, privileges, and appurtenances belonging or in any way
appertaining to the Property;  together with all Fixtures and Tangible  Personal
Property, the right, if any and only to the extent transferable, of Seller under
all Property  Contracts  and  Commercial  Leases,  Permits  other than  Excluded
Permits and the Miscellaneous  Property Assets owned by Seller which are located
on the Property and used in its operation.

1.1.14 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction or repair and/or  operation of the Property and which
are not  cancelable  on 90 days'  or  shorter  Notice  without  penalty,  except
Commercial Leases.

1.1.15      "Purchase  Contract"  means this Purchase and Sale Contract by and
between Seller and Purchaser.
1.1.16      "Purchase  Price"  means  the  total  consideration  to be paid by
Purchaser to Seller for the purchase of the Property.
1.1.17      "Survey" shall have the meaning ascribed thereto in Section 6.12..
1.1.18      "Tenant"  means  any  person  or entity  entitled  to  occupy  any
portion of the Property under a Commercial Lease.
1.1.19      "Title  Commitment" or "Title  Commitments" shall have the meaning
ascribed thereto in Section 6.1.
1.1.20      "Title Insurer" shall have the meaning set forth in Section 6.1.

                                   ARTICLE 2
                          PURCHASE AND SALE OF PROPERTY

2.1 Seller  agrees to sell and convey the  Property to Purchaser  and  Purchaser
agrees to purchase the Property from Seller,  in  accordance  with the terms and
conditions set forth in this Purchase Contract.

                                   ARTICLE 3
                            PURCHASE PRICE & DEPOSIT

3.1 The total  purchase price  ("Purchase  Price") for the Property shall be Six
Million Two Hundred  Thousand  Dollars  ($6,200,000.00),  which shall be paid by
Purchaser, as follows:

3.1.1 On the date hereof,  Purchaser  shall deliver to Chicago  Title  Insurance
Company  ("Escrow  Agent" or the "Title  Insurer") a deposit in the sum of Fifty
Thousand and no/100 Dollars  ($50,000.00),  in cash, (such sum being hereinafter
referred to and held as the "Deposit"). Purchaser shall also deliver a quitclaim
deed to the Escrow Agent in the form  attached as Exhibit  3.1.1.  Purchaser and
Seller each approve the form of Escrow Agreement attached as Exhibit B.

3.1.2 On or  before  5:00 p.m.  Eastern  time on the date of  expiration  of the
Feasibility Period, provided purchaser has not terminated this Purchase Contract
pursuant  to  Section  5.2 below,  Purchaser  shall  deliver to Escrow  Agent an
additional  deposit in the sum of One Hundred Fifty  Thousand and no/100 Dollars
($150,000.00),   in  cash  (such  sum  being  hereinafter  referred  to  as  the
"Additional Deposit").

3.1.3 The Escrow  Agent shall hold the Deposit  and the  Additional  Deposit and
make delivery of the Deposit and the  Additional  Deposit to the party  entitled
thereto  under the terms  hereof.  Escrow Agent shall invest the Deposit and the
Additional Deposit in such short-term,  high-grade securities,  interest-bearing
bank accounts,  money market funds or accounts,  bank certificates of deposit or
bank repurchase  agreements as Escrow Agent, in its discretion,  deems suitable,
(provided that Escrow Agent shall invest the Deposit and the Additional  Deposit
as jointly  directed by Seller and Purchaser should Seller and Purchaser each in
their  respective  sole  discretion  determine  to issue such  joint  investment
instructions  to the Escrow  Agent) and all  interest and income  thereon  shall
become part of the Deposit and the  Additional  Deposit and shall be remitted to
the party  entitled  to the  Deposit and the  Additional  Deposit,  as set forth
below.  3.1.4 If the sale of the  Property is closed by the date fixed  therefor
(or any extension date provided for by the mutual written consent of the parties
hereto,  given or withheld in their respective sole discretion),  monies held as
the Deposit and the Additional Deposit shall be applied to the Purchase Price on
the Date of Closing. If the sale of the Property is not closed by the date fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition precedent to Purchaser's  obligations,  the Deposit and the Additional
Deposit  shall be returned and refunded to  Purchaser,  and neither  party shall
have any  further  liability  hereunder,  subject to and except for  Purchaser's
liability under Section 5.3.

3.1.5 If the sale of the  Property is not closed by the date fixed  therefor (or
any such extension  date) owing to failure of  performance by Seller,  Purchaser
shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date)  owing to  failure  of  performance  by  Purchaser,  the  Deposit  and the
Additional  Deposit shall be forfeited by Purchaser and the sum thereof shall go
to Seller  forthwith as liquidated  damages for the lost  opportunity  costs and
transaction  expenses  incurred by Seller, as more fully set forth in ARTICLE 12
below.

                                   ARTICLE 4
                                    FINANCING

4.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to the Closing.

                                   ARTICLE 5
                               FEASIBILITY PERIOD

5.1 Subject to the terms of Section 5.3 below,  for fifteen (15)  calendar  days
following the Effective  Date (the  "Feasibility  Period"),  Purchaser,  and its
agents,   contractors,    engineers,   surveyors,   attorneys,   and   employees
("Consultants")  shall  have  the  right  from  time to time to  enter  onto the
Property to do the following.

5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections,  or investigations of or concerning the Property (including without
limitation,  engineering  and  feasibility  studies,  evaluation of drainage and
flood  plain,  soil tests for bearing  capacity  and  percolation  and  surveys,
including topographical surveys).

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm  with  respect to the  Property.  5.1.3 To  ascertain  and  confirm  the
suitability of the property for  Purchaser's  intended use of the Property other
than Seller's proprietary information.

5.1.4 To review all Materials (as hereinafter defined).
5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.,
5.1.2, 5.1.3 and 5.1.4 above appear  unsatisfactory to Purchaser for any reason,
then  Purchaser  shall have the right to  terminate  this  Purchase  Contract by
giving  written  Notice to that  effect to Seller and Escrow  Agent on or before
5:00 p.m. EST on the date of expiration of the Feasibility  Period. If Purchaser
exercises such right to terminate, this Purchase Contract shall terminate and be
of no further force and effect,  subject to and except for Purchaser's liability
under Section 5.3, and Escrow Agent shall  forthwith  deliver the Quitclaim Deed
of all of  Purchaser's  right and interest in the  Property to Seller,  and then
promptly  return the Deposit to Purchaser.  If Purchaser fails to provide Seller
with written Notice of cancellation  prior to the end of the Feasibility  Period
in strict accordance with the Notice provisions of this Purchase Contract,  this
Purchase  Contract  shall  remain  in full  force  and  effect  and  Purchaser's
obligation to purchase the Property shall be  non-contingent  and  unconditional
except only for satisfaction of the conditions  expressly stated in this ARTICLE
5and in ARTICLE 9.

5.3 Purchaser  shall indemnify and hold Seller harmless for any actions taken by
Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend
(with  attorneys  selected by Seller) and hold Seller  harmless from any and all
claims,  damages,  costs and  liability  which  may  arise due to such  entries,
surveys,  tests,  investigations  and the like.  Seller  shall  have the  right,
without  limitation,   to  disapprove  any  and  all  entries,  surveys,  tests,
investigations  and the like that in their  reasonable  judgment could result in
any injury to the Property or breach of any  agreement,  or expose Seller to any
liability,  costs, liens or violations of applicable law, or otherwise adversely
affect the Property or Seller's  interest  therein.  No consent by the Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore the Property
to the same condition existing  immediately prior to Purchaser's exercise of its
rights  pursuant  to this  ARTICLE  5 at  Purchaser's  sole  cost  and  expense.
Purchaser shall maintain casualty  insurance and comprehensive  public liability
insurance with broad form contractual and personal injury liability endorsements
with respect to the Property and Purchaser's  activities carried on therein,  in
amounts (including deductible amounts) and with such insurance carriers as shall
be approved  by Seller and naming  Seller and its  affiliates  as loss payees or
additional insureds (at the option of Seller),  with endorsements  acceptable to
Seller,  including a waiver of  defenses of the insurer  based on the actions or
inaction of Purchaser (which  insurance must be reasonably  approved by Seller).
Such liability  insurance shall provide coverages of not less than $1,000,000.00
for injury or death to any one person and  $3,000,000.00  for injury or death to
more than one person and $500,000.00 with respect to property  damage,  by water
or  otherwise).  The  provisions  of this Section  shall  survive the Closing or
termination of this Purchase Contract.

5.4  Purchaser  shall not permit any  mechanic's or  materialman's  liens or any
other liens to attach to the Property by reason of the  performance  of any work
or the purchase of any  materials by Purchaser or any other party in  connection
with any studies or tests  conducted by or for Purchaser.  Purchaser  shall give
notice to Seller a  reasonable  time  prior to entry  onto the  Property,  shall
deliver proof of insurance  coverage  required  above to Seller and shall permit
Seller  to  have  a  representative   present  during  all   investigations  and
inspections  conducted  with respect to the Property.  Purchaser  shall take all
reasonable  actions and implement all  protections  necessary to ensure that all
actions taken in  connection  with the  investigations  and  inspections  of the
Property, and all equipment, materials and substances generated, used or brought
onto the  Property  pose no  material  threat to the  safety of  persons  or the
environment  and cause no damage to the Property or other  property of Seller or
other  persons.  All  information  made  available  by  Seller to  Purchaser  in
accordance with this Purchase Contract or obtained by Purchaser in the course of
its  investigations  shall be treated as confidential  information by Purchaser,
and, prior to the purchase of the Property by Purchaser, Purchaser shall use its
best efforts to prevent its  Consultants,  agents and employees  from  divulging
such  information to any unrelated third parties except as reasonably  necessary
to third parties  engaged by Purchaser for the limited  purpose of analyzing and
investigating  such  information for the purpose of consummating the transaction
contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
representatives, prospective lenders and engineers.

5.5 Seller shall  deliver to Purchaser  within ten (10)  calendar  days from the
Effective Date copies of all income and expense  statements,  year end financial
and  monthly and annual  operating  statements  for the past three (3)  calendar
years  (to the  extent  Seller  has  possession  or  control  of  same)  leases,
management,  leasing,  repair and service contracts,  engineering  studies,  all
guaranties  and  warranties  covering any of the Fixtures and Tangible  Personal
Property or Improvements,  tenant files and  correspondence  and aged receivable
reports, surveys and other materials (the "Materials") in Seller's possession or
control relating to the Property (other than proprietary information of Seller).
If the sale of the  Property is not closed by the date fix  therefor,  Purchaser
shall, within five (5) calendar days, return all such Materials to Seller.

                                   ARTICLE 6
                                      TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title  Commitment,")  issued
by Chicago  Title  Insurance  Company  ("Title  Insurer")  for an owner's  title
insurance  policy on the most recent  standard  American Land Title  Association
("ALTA") Policy form, together with legible copies of all instruments identified
as  exceptions  therein and shall cause a copy thereof to be delivered to Seller
during  the  Feasibility  Period.  Purchaser  agrees  that it  shall  be  solely
responsible  for  payment  of all costs  relating  to  procurement  of the Title
Commitment and any Owner title policy.  6.2 Purchaser  agrees to accept title to
the Land and Improvements,  so long as the same is marketable and any conveyance
by special  warranty deed or equivalent deed pursuant to this Purchase  Contract
shall be  subject  to the  following,  all of which  shall be deemed  "Permitted
Exceptions" and Purchaser agrees to accept the deed and title subject thereto:

6.2.1 All exceptions shown in the Title Commitment  (other than mechanics' liens
and taxes due and payable in respect of the period  preceding  Closing)  and all
exceptions  noted in Exhibit 6.2.1 attached  hereto;  6.2.2 Such  exceptions and
matters as approved by Purchaser  and as the Title  Company  shall be willing to
omit as  exceptions  to  coverage;  6.2.3 All  Commercial  Leases  and any other
occupancy,  residency, lease, tenancy and similar agreements entered into in the
ordinary course of business,  provided such were disclosed to Purchaser prior to
the end of the  Feasibility  Period or approved by Purchaser in accordance  with
ARTICLE 17 hereof after the Feasibility  Period;  6.2.4 Real estate and property
taxes for the calendar  year in which  closing  occurs to the extent not due and
payable;  6.2.5 Intentionally deleted; and 6.2.6 All matters of public record as
of the effective time of the Title  Commitment  (as approved by Purchaser).  6.3
The existence of other mortgages, liens, or encumbrances shall not be objections
to title,  provided  that  properly  executed  instruments  in  recordable  form
necessary  to  satisfy  and  remove  the same of  record  are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case,  with  recording  and/or  filing fees.  6.4 Unpaid liens for taxes,
charges,  and  assessments  shall not be  objections  to title,  but the  amount
thereof plus interest and penalties  thereon shall be deducted from the Purchase
Price to be paid for the applicable Property hereunder and allowed to Purchaser,
subject to the provisions for  apportionment  of taxes and charges  contained in
ARTICLE 7 herein.  6.5 Unpaid  franchise  or business  corporation  taxes of any
corporations in the chain of title shall not be an objection to title,  provided
that the Title Insurer agrees to insure  against  collection out of the property
or otherwise against Purchaser or its affiliates,  and provided further that the
Title  Insurer  agrees to omit such taxes as exceptions to coverage with respect
to any lender's mortgagee  insurance  policy..  6.6 If on the Closing Date there
shall  be  conditional  bills  of  sale or  Uniform  Commercial  Code  financing
statements  that were  filed on a day more  than  five (5)  years  prior to such
Closing,  and such financing  statements have not been extended by the filing of
UCC-3  continuation  statements  within  the past five (5)  years  prior to such
Closing,  such financing  statements shall not be deemed an objection to title..
6.7 If on the Closing Date, the state of title is other than in accordance  with
the requirements  set forth in this Purchase  Contract or if any condition to be
fulfilled by Seller shall not be satisfied,  Purchaser shall provide Seller with
written  Notice  thereof at such time,  or such title  objection or  unfulfilled
condition shall be deemed waived by Purchaser in which case Purchaser and Seller
shall proceed to consummate the Closing on the Closing Date. If Purchaser timely
gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser
within Seven (7)  calendar  days  following  receipt of such Notice may elect to
cure such  objection or  unfulfilled  condition  for up to ninety (90)  calendar
days. Should Seller be able to cure such title objection or condition, or should
Seller be able to cause title insurance over the same by the Closing Date or any
postponed  Closing Date, or should  Purchaser  waive such objection or condition
within  such  period for cure,  then the  Closing  shall take place on or before
thirty (30)  calendar  days after  Notice of such cure or waiver.  6.8 If Seller
does not elect to cure such  objection  or  unfulfilled  condition or during the
period of cure Seller is unable or unwilling, in its sole discretion or opinion,
to eliminate  such title  objection  or cause Title  Insurer to insure over such
matter or satisfy  such  unfulfilled  condition,  Seller  shall  give  Purchaser
written  Notice  thereof,  and if  Purchaser  does not waive such  objection  by
written  Notice  delivered  to Seller and the title  company  issuing  the Title
Commitment on or before Seven (7) calendar days  following the date Seller gives
such Notice, then this Purchase Contract shall automatically terminate, in which
event  Purchaser  shall  release  and  quitclaim  all of  Purchaser's  right and
interest  in such  Property  to Seller,  and the  parties  hereto  shall have no
further obligations to each other, except for Purchaser's  obligations  pursuant
to Section 5.3 above, and the Deposit and the Additional  Deposit (if then paid)
shall be immediately  returned to Purchaser.  6.9 Prior to Closing Purchaser may
obtain an endorsement to the Title Commitment  which,  among other things,  will
bring the Effective Date of the Title Commitment to as current a date as is then
possible.  If such endorsement  shall add any exceptions to the Title Commitment
which render title to the Property  unmarketable,  then Purchaser  shall provide
Seller with Notice as provided in  paragraph  6.7 hereof and the  provisions  of
paragraph 6.7 hereof shall apply.  Seller covenants that it will not voluntarily
create or cause any lien or  encumbrance  to attach to the Property  between the
date of this  Purchase  Contract  and the Closing  Date  (other than  Commercial
Leases and  Property  Contracts in the ordinary  course of  business);  any such
monetary  lien or  encumbrance  so attaching by voluntary act of Seller shall be
discharged  by the  Seller at or prior to  Closing  on the  Closing  Date or any
postponed  Closing  Date.  Further  Seller  agrees to spend  funds up to but not
exceeding  $100,000.00  to remove the following  title  exceptions  shown in the
Title  Commitment  as such Title  Commitment  may be endorsed  prior to Closing:
mortgage  liens,  judgment  or tax  liens  which  effect  the  Property  and any
construction  lien which arises out of any  agreement  (written or oral) between
Seller or any of its agents and the party  which is  asserting  the right to the
construction  lien.  Except as  expressly  provided  above,  Seller shall not be
required to undertake  efforts to remove any other lien,  encumbrance,  security
interest, exception, objection or other matter, to make any expenditure of money
or institute  litigation or any other judicial or administrative  proceeding and
Seller  may elect not to  discharge  the same.  6.10  Anything  to the  contrary
notwithstanding,  Purchaser  shall not have any right to terminate this Purchase
Contract or object to any lien, encumbrance, exception or other matter that is a
Permitted  Exception,  that has been  waived or  deemed  to have been  waived by
Purchaser.  6.11 Intentionally  deleted. 6.12 Purchaser at Purchaser's sole cost
and  expense,  may cause to be  prepared a survey for the  Property  ("Survey").
Purchaser  at  Purchaser's  sole cost and  expense,  may cause to be prepared an
environmental report for the Property ("Environmental Report"). In the event the
perimeter legal description of the Property contained in the Survey differs from
that  contained in the deed or deeds by which Seller took title to the Property,
the latter  description  shall be used in the special warranty deed delivered to
Purchaser at Closing,  and the Survey legal shall be used in a quitclaim deed to
the Property  which also shall be  delivered  to  Purchaser  at Closing.  6.12.1
Should such Survey disclose conditions that give rise to a title exception other
than a Permitted  Exception,  Purchaser  shall have the right to object  thereto
within the  Feasibility  Period in accordance  with the  procedures set forth in
ARTICLE 5 above. 6.12.2 Purchaser agrees to make payment in full of all costs of
obtaining  Surveys  required by this Purchase  Contract on or before  Closing or
termination of this Purchase Contract.

                                   ARTICLE 7
                                     CLOSING

7.1 Dates,  Places Of Closing,  Prorations,  Delinquent  Rent and Closing Costs.
7.1.1 The Closing  shall occur no later than thirty (30) calendar days after the
expiration  of the  Feasibility  Period,  through an escrow with  Escrow  Agent,
whereby the Seller, Purchaser and their attorneys need not be physically present
at the Closing  and may  deliver  documents  by  overnight  air courier or other
means.

7.1.2 The Closing Date may be extended  without  penalty at the option of Seller
to a date not later than thirty (30) days  following the Closing Date  specified
above to satisfy a condition to be satisfied by Seller, or such later date as is
mutually  acceptable  to Seller and  Purchaser,  provided  Seller shall use best
efforts to satisfy such condition.

7.1.3  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date.  All deposits  required  under Tenant leases not applied
prior to the Effective Date, if any, shall be transferred by Seller to Purchaser
at the  Closing.  Purchaser  shall assume at Closing the  obligation  to pay any
accrued but unpaid tenant improvement  allowances and leasing  commissions under
Commercial Leases executed after the Effective Date,  together with any payments
due parties under the Property  Contracts assumed by Purchaser,  provided all of
the foregoing  have been  prorated.  Any real estate ad valorem or similar taxes
for the Property,  or any  installment  of assessments  payable in  installments
which installment is payable in the calendar year of Closing,  shall be prorated
to the date of Closing,  based upon actual days involved.  The proration of real
property taxes or installments  of assessments  shall be based upon the assessed
valuation  and tax rate figures for the year in which the Closing  occurs to the
extent the same are available;  provided,  that in the event that actual figures
(whether  for the  assessed  value of the  Property or for the tax rate) for the
year of Closing are not  available at the Closing Date,  the proration  shall be
made using figures from the preceding  year. The proration  shall be adjusted as
provided in  paragraph  7.1.4  hereof.  Any  certified,  confirmed  and ratified
special  assessment  liens  which exist on the  Property as of the Closing  Date
shall be paid by Seller.  Any special assessment liens on the Property which are
pending as of the Closing  Date shall be assumed and paid by  Purchaser.  If the
improvement  giving rise to the special  assessment lien has been  substantially
completed as of the Closing Date, then any pending lien or special assessment on
the  Property  shall,  for purposes of the  application  of this  paragraph,  be
considered certified, confirmed and ratified. For purposes of this Section 7.1.3
and Section 7.1.4 and 7.1.5 the terms "Rent" and "Rents" shall include,  without
limitation,  base  rents,  additional  rents,  percentage  rents and common area
maintenance charges. The provisions of this Section 7.1.3 shall apply during the
Proration  Period  (as  defined  below).  7.1.4 If any of the items  subject  to
proration  hereunder  cannot be prorated at the Closing  because the information
necessary  to  compute  such  proration  is  unavailable,  or if any  errors  or
omissions in computing  prorations at the Closing are  discovered  subsequent to
the Closing, then such item shall be reapportioned and such errors and omissions
corrected  as soon as  practicable  after the Closing  Date and the proper party
reimbursed,  which  obligation  shall  survive  the  Closing  for a period  (the
"Proration  Period")  from the Closing Date until one (1) year after the Closing
Date.  Neither party hereto shall have the right to require a recomputation of a
Closing proration or a correction of an error or omission in a Closing proration
unless  within the Proration  Period one of the parties  hereto (i) has obtained
the previously unavailable  information or has discovered the error or omission,
and (ii) has given Notice thereof to the other party together with a copy of its
good faith  recomputation  of the  proration  and  copies of all  substantiating
information  used in such  recomputation.  The  failure of a party to obtain any
previously unavailable information or discover an error or omission with respect
to an item subject to proration hereunder and to give Notice thereof as provided
above within the Proration Period shall be deemed a waiver of its right to cause
a  recomputation  or a correction  of an error or omission  with respect to such
item after the Closing Date.

7.1.5 If on the Closing Date any Tenant is in arrears in any Rent payment  under
any Tenant  lease (the  "Delinquent  Rent"),  any  Delinquent  Rent  received by
Purchaser  and Seller  from such Tenant  after the  Closing  shall be applied to
amounts  due and  payable by such  Tenant  during the  following  periods in the
following order of priority:  (i) first, to the period of time after the Closing
Date,  and (ii)  second,  to the period of time  before  the  Closing  Date.  If
Delinquent Rent or any portion  thereof  received by Purchaser after the Closing
are due and  payable  to the  other  party by  reason  of this  allocation,  the
appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
and costs and expenses expended in connection with the collection thereof, shall
be promptly paid to the other party. Any monies received by Seller after closing
shall be forwarded to Purchaser for disbursement in accordance with the order of
payment provided herein above. After the Closing,  Seller shall continue to have
the right, but not the obligation,  in its own name, to demand payment of and to
collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
without  limitation,  the  right  to  continue  or  commence  legal  actions  or
proceedings  against any Tenant  (provided,  that Seller  shall not commence any
legal actions or proceedings  against any Tenant which  continues as a Tenant at
the Property  after Closing  without the prior consent of Purchaser,  which will
not be unreasonably withheld or delayed),  and the delivery of the Assignment as
defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
Rent and to take all steps,  whether before or after the Closing Date, as may be
necessary  to carry  out the  intention  of the  foregoing,  including,  without
limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
request, of any relevant books and records (including,  without limitation, rent
statements,  receipted bills and copies of tenant checks used in payment of such
rent),  the  execution  of any and all  consents  or  other  documents,  and the
undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
terminate any Tenant lease with an existing  Tenant or evict any existing Tenant
from the Property.  The  provisions of this Section 7.1.5 shall apply during the
Proration Period.

7.1.6  Purchaser  shall pay the cost of all  transfer  taxes,  excise  taxes and
recording  costs with respect to the Closing.  Seller and Purchaser  shall share
equally  in the costs of the  Escrow  Agent  for  escrow  fees.  7.2 Items To Be
Delivered Prior To Or At Closing.

7.2.1  Seller.  At  Closing,  Seller  shall  deliver to  Purchaser,  each of the
following  items,  as  applicable:  7.2.1.1  Special  Warranty  deed in the form
attached as Exhibit 7.2.1.1 to Purchaser. The acceptance of the deed at Closing,
shall be deemed to be full performance of, and discharge of, every agreement and
obligation on Seller's part to be performed under this Purchase Contract, except
for those  that this  Purchase  Contract  specifically  provides  shall  survive
Closing.  7.2.1.2  A Bill of Sale  without  recourse  or  warranty  in the  form
attached as Exhibit 7.2.1.2 covering all Property Contracts,  Commercial Leases,
Permits  (other than  Excluded  Permits)  and  Fixtures  and  Tangible  Personal
Property  required to be transferred to Purchaser with respect to such Property.
Purchaser shall countersign the same so as to effect an assumption by Purchaser,
including, without limitation, of Seller's obligations thereunder.

7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty in the form attached as Exhibit  7.2.1.3 of all of Seller's
right, title and interest in and to the Miscellaneous  Property Assets,  subject
to any required  consents.  Purchaser shall countersign the same so as to effect
an  assumption  by  Purchaser,   including,   without  limitation,  of  Seller's
obligations thereunder.

7.2.1.4     A closing statement executed by Seller.
7.2.1.5 A vendor's affidavit or at Seller's option an indemnity,  as applicable,
in the customary form reasonably acceptable to Seller to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Purchase Contract (other than matters  constituting any Permitted Exceptions and
matters  which  are to be  completed  or  performed  post-Closing)  to be issued
pursuant  to  the  Title  Commitments.   7.2.1.6  A  certification  of  Seller's
non-foreign  status  pursuant to Section  1445 of the  Internal  Revenue Code of
1986,  as amended.  7.2.1.7  Except for the items  expressly  listed above to be
delivered at Closing,  delivery of any other required items shall be deemed made
by Seller to Purchaser, if Seller leaves such documents at the Property in their
customary  place of storage or in the  custody of  Purchaser's  representatives.
7.2.1.8 To the extent in Seller's possession or control,  original copies of the
Commercial  Leases and Property  Contracts,  lease files,  keys to the property,
Seller's books and records (other than  proprietary  information)  regarding the
Property,  and  original  copies of the tenant  estoppels,  letters  executed by
Seller and, upon the request of Purchaser,  its management  agent,  addressed to
all Tenants  notifying  the Tenants of the sale and  transfer of the Property to
Purchaser.

7.2.1.9 The Subordination Agreement and Tenant Estoppel Certificates as required
by Article 18 hereof.  7.2.1.10 Proof that Seller and its joint venture partners
are duly and validly organized and presently existing in good standing under the
laws  of  their  respective  formation  and  certified  copies  of  partnership,
corporate or other entity  authorizations  authorizing the  transactions  herein
contemplated.  7.2.1.11 Written termination of each Property Contract which will
not be assigned to, and assumed by, Purchaser.

7.2.1.12  Evidence  that all sales tax due the State of  Florida on the Rent has
been paid in full. 7.2.2 Purchaser.  At Closing,  Purchaser shall deliver to the
Title Company (for  disbursement to Seller upon the Closing) the following items
with respect to the Property  being  conveyed at such Closing:  7.2.2.1 The full
Purchase Price as required by ARTICLE 3 hereof plus or minus the  adjustments or
prorations required by this Purchase Contract. If at Closing there are any liens
or  encumbrances  on the Property  that Seller is obligated or elects to pay and
discharge,  Seller may use any portion of the Purchase Price for the Property(s)
to satisfy the same, provided that Seller shall have delivered to Title Company,
on such Closing  instruments in recordable form sufficient to satisfy such liens
and  encumbrances  of  record  (or,  as to any  mortgages  or  deeds  of  trust,
appropriate payoff letters,  acceptable to the Title Insurer), together with the
cost of  recording  or filing such  instruments.  Purchaser,  if request is made
within a reasonable time prior to Closing, agrees to provide at Closing separate
certified or cashier's checks as requested, aggregating not more than the amount
of the balance of the portion of Purchase Price, to facilitate the  satisfaction
of any  such  liens  or  encumbrances.  The  existence  of  any  such  liens  or
encumbrances shall not be deemed objections to title if Seller shall comply with
the foregoing requirements.

7.2.2.2     A closing statement executed by Purchaser.
7.2.2.3     A  countersigned  counterpart  of the  Bill of  Sale  in the  form
attached as Exhibit 7.2.1.2.
7.2.2.4     A  countersigned   counterpart  of  the  Assignment  in  the  form
attached as Exhibit 7.2.1.3.
7.2.2.5 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8
      REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF SELLER AND  PURCHASER

8.1 Representations And Warranties Of Seller.

8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Seller  represents  and warrants to Purchaser  the following as of the Effective
Date and as of the Closing Date:

8.1.1.1  Seller and each of its joint  venture  partners  are  lawfully and duly
organized,  and in good standing under the laws of the state of their respective
formation; and have or at the Closing shall have the power and authority to sell
and convey the  Property  and to execute the  documents to be executed by Seller
and  prior  to the  Closing  will  have  taken  as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  Purchase  Contract to which Seller is a party or by which Seller is
otherwise bound.  Neither Seller nor any of its joint venture partners have made
any other Purchase Contract for the sale of, or given any other person the right
to  purchase,  all or any  part  of any of the  Property;

8.1.1.2 Seller owns  marketable,  fee title to the Property,  including all real
property contained therein required to be sold to Purchaser, subject only to the
Permitted  Exceptions  (provided,  however,  that if this  representation  is or
becomes untrue,  Purchaser's remedies shall be limited to the remedies set forth
in  Section  6.7 hereof and  Seller  shall have no other  liability  as a result
thereof, either before or after Closing);

8.1.1.3  There are no adverse or other  parties in  possession  of the Property,
except for occupants,  guests and tenants under the Commercial Leases (provided,
however, that if this representation is or becomes untrue,  Purchaser's remedies
shall be limited to the remedies set forth in Section 6.7 hereof).

8.1.1.4  Seller has all  necessary  right and  authority to convey and assign to
Purchaser  all  contract  rights and  warranties  required  to be  conveyed  and
assigned to Purchaser hereunder;

8.1.1.5  Purchaser has no duty to collect  withholding taxes for Seller pursuant
to the Foreign Investors Real Property Tax Act of 1980, as amended;

8.1.1.6 To Seller's knowledge, there are no actions, proceedings,  litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, as applicable;

8.1.1.7  Seller has no  knowledge of any claims for labor  performed,  materials
furnished or services  rendered in connection  with  constructing,  improving or
repairing any of the Property, as applicable,  caused by Seller and which remain
unpaid  beyond the date for which  payment was due and in respect of which liens
may or could be filed against any of the Property, as applicable;

8.1.1.8 To the best of Seller's knowledge, the rent roll previously delivered to
Purchaser  is true,  complete  and  correct  and  contains  all of the  existing
Commercial Leases and tenancies of the Improvements,  which leases have not been
modified or amended except as indicated on the rent roll.

8.1.1.9 To the best of Seller's  knowledge,  Seller has  delivered  to Purchaser
true,  correct and  complete  copies of all  Commercial  Leases  (including  all
modifications  thereof)  and all other  documents  or  instruments  which create
possessory rights in all or any portion of the Improvements.

8.1.1.10 To the best of Seller's  knowledge,  Seller has not received any notice
of any violation,  or alleged violation,  of any laws,  regulations or any other
requirements of any governmental  agency or authority having  jurisdiction  over
the  Property,  to include,  without  limitation,  notice of the  violation,  or
alleged violation, of any environmental protection laws or regulations.

8.1.1.11 To the best of Seller's  knowledge,  all  commissions due on Commercial
Leases  or  renewals  of  Commercial  Leases  have  been  paid in full as of the
Effective Date and all tenant  buildout and other  obligations due tenants under
the Commercial Leases have been paid in full or otherwise satisfied.

8.1.2 Except for the representations and warranties expressly set forth above in
Subsection  8.1.1, the Property is expressly  purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase  Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that  Purchaser  shall have the  benefit  of, and is not  relying  upon any
information  provided  by Seller or Broker  or  statements,  representations  or
warranties,  express or implied,  made by or enforceable directly against Seller
or Broker,  including,  without  limitation,  any  relating  to the value of the
Property,  the physical or environmental  condition of the Property,  any state,
federal,  county or local law,  ordinance,  order or permit; or the suitability,
compliance or lack of compliance  of the Property  with any  regulation,  or any
other  attribute  or matter  of or  relating  to the  Property  (other  than any
covenants  of title  contained  in the  deeds  conveying  the  Property  and the
representations set forth above).  Purchaser  represents and warrants that as of
the date hereof and as of the Closing  Date,  it has and shall have reviewed and
conducted  such  independent  analyses,  studies,  reports,  investigations  and
inspections as it deems  appropriate in connection with the Property.  If Seller
provides or has provided any documents,  summaries,  opinions or work product of
consultants,  surveyors,  architects,  engineers, title companies,  governmental
authorities  or any  other  person  or  entity  with  respect  to the  Property,
including,  without limitation,  the Offering prepared by Broker,  Purchaser and
Seller agree that Seller has done so or shall do so only for the  convenience of
both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
upon any such documents, summaries, opinions or work product shall not create or
give rise to any liability of or against Seller, Seller's partners or affiliates
or  any  of  their  respective  partners,  officers,  directors,   participants,
employees,  contractors,   attorneys,  consultants,   representatives,   agents,
successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
any title insurance obtained by Purchaser with respect to title to the Property.
Purchaser  acknowledges and agrees that no  representation  has been made and no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  or any part thereof, or
the continued occupancy by tenants of any Commercial Leases or, without limiting
any of the foregoing,  occupancy at Closing. Prior to Closing, Seller shall have
the right,  but not the  obligation,  to enforce its rights  against any and all
Property  occupants,  guests or tenants.  Except as otherwise  set forth herein,
Purchaser agrees that the departure or removal, prior to Closing, of any of such
guests,  occupants or tenants shall not be the basis for, nor shall it give rise
to, any claim on the part of Purchaser,  nor shall it affect the  obligations of
Purchaser under this Purchase Contract in any manner  whatsoever;  and Purchaser
shall close title and accept  delivery of the deed with or without  such tenants
in possession and without any allowance or reduction in the Purchase Price under
this Purchase Contract. Purchaser hereby releases Seller from any and all claims
and liabilities relating to the foregoing matters, except as provided in Section
8.1.3 below.

8.1.3 Seller and Purchaser agree that those representations contained in Section
8.1 shall survive  Closing for a period of One (1) year (that is, any proceeding
based on the breach of a  representation  contained in Section 8.1 that survives
Closing must be  commenced  within One (1) year  subsequent  to the date of such
representation).  In the event that Seller breaches any representation contained
in Section 8.1 and Purchaser had  knowledge of such breach,  Purchaser  shall be
deemed  to have  waived  any right of  recovery  and  Seller  shall not have any
liability in connection therewith.

8.1.4 Representations and warranties above made to the knowledge of Seller shall
not be  deemed to imply  any duty of  inquiry.  For  purposes  of this  Purchase
Contract,  the term  Seller's  "knowledge"  shall mean and refer to only  actual
knowledge  of the  Designated  Representative  (as  hereinafter  defined) of the
Seller  and  shall  not be  construed  to refer to the  knowledge  of any  other
partner, officer,  director, agent, employee or representative of the Seller, or
any affiliate of the Seller,  or to impose upon such  Designated  Representative
any duty to investigate the matter to which such actual knowledge or the absence
thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
individual   personal   liability.   As  used   herein,   the  term   Designated
Representative shall refer to Jonathan Rubins of Insignia ESG.

8.2 Representations And Warranties Of Purchaser

8.2.1 For the purpose of inducing  Seller to enter into this  Purchase  Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Purchaser  represents  and warrants to Seller the  following as of the Effective
Date and as of the Closing Date:

8.2.2 With respect to  Purchaser  and its  business,  Purchaser  represents  and
warrants, in particular,  that:

8.2.2.1  Purchaser is corporation  duly organized,  validly existing and in good
standing under the laws of Florida.

8.2.2.2  Purchaser,  acting  through  any of its or  their  duly  empowered  and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged,  and has
full power and  authority to enter into this Purchase  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members are required to so empower or authorize Purchaser.

8.2.2.3 No pending or, to the  knowledge  of  Purchaser,  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Purchase  Contract or would declare  illegal,
invalid or non-binding any of Purchaser's obligations or covenants to Seller.

8.2.2.4 Purchaser is duly authorized to execute and deliver,  acting through its
duly empowered and authorized  officers and members,  respectively,  and perform
this  Purchase  Contract and all  documents  and  instruments  and  transactions
contemplated  hereby or  incidental  hereto,  and such  execution,  delivery and
performance  by Purchaser  does not (i) violate any of the  provisions  of their
respective  certificates of incorporation or bylaws,  (ii) violate any provision
of any law,  governmental rule or regulation  currently in effect, (iii) violate
any judgment, decree, writ, injunction,  award, determination or order currently
in effect that names or is  specifically  directed at Purchaser or its property,
and (iv) require the consent, approval, order or authorization of, or any filing
with or notice to, any court or other governmental authority.

8.2.2.5 The joinder of no person or entity other than  Purchaser is necessary to
consummate the  transactions  to be performed by Purchaser and Purchaser has all
necessary  right  and  authority  to  perform  such  acts  as are  required  and
contemplated by this Purchase Contract.

8.2.3  Purchaser has not dealt with any broker,  finder or any other person,  in
connection  with the  purchase  of or the  negotiation  of the  purchase  of the
Property that might give rise to any claim for commission against Seller or lien
or claim against the Property.

8.2.4 Intentionally Omitted.

                                   ARTICLE 9
                         CONDITIONS PRECEDENT TO CLOSING

9.1  Purchaser's  obligation  to close under this  Purchase  Contract,  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:

9.1.1 All of the  documents  required to be  delivered by Seller to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered  and  shall  be in  form  and  substance  reasonably  satisfactory  to
Purchaser;

9.1.2 Each of the  representations  and  warranties of Seller  contained  herein
shall be true in all material respects as of the Closing Date;

9.1.3 Seller shall have complied  with,  fulfilled and performed in all material
respects  each of the  covenants,  terms and  conditions  to be  complied  with,
fulfilled or performed by Seller hereunder;

9.1.4  Title to the  Property  is in the  condition  required  by this  Purchase
Contract.

9.1.5 Notwithstanding anything to the contrary, there are no other conditions on
Purchaser's obligation to Close except as expressly set forth above.

9.2 Without limiting any of the rights of Seller elsewhere  provided for in this
Purchase  Contract,  Seller's  obligation to close with respect to conveyance of
the Property under this Purchase  Contract  shall be subject to and  conditioned
upon the fulfillment of each and all of the following conditions precedent:

9.2.1  Purchaser's  representations  and  warranties  set forth in this Purchase
Contract  shall have been true and correct in all material  respects  when made,
and shall be true and correct in all  material  respects on the Closing Date and
as of the Effective Date as though such representations and warranties were made
at and as of such date and time.

9.2.2  Purchaser  shall have fully  performed and complied  with all  covenants,
conditions,  and other  obligations in this Purchase Contract to be performed or
complied  with by it at or  prior  to  Closing  including,  without  limitation,
payment in full of the Purchase Price.

9.2.3 There shall not be pending or, to the  knowledge  of either  Purchaser  or
Seller, any litigation or threatened  litigation which, if determined adversely,
would restrain the consummation of any of the transactions  contemplated by this
Purchase Contract or declare illegal, invalid or nonbinding any of the covenants
or obligations of the Purchaser.

9.2.4  If  applicable,   Purchaser  shall  have  produced  evidence   reasonably
satisfactory  to Seller of Purchaser's  compliance  with  Hart-Scott-Rodino  Act
requirements   or  of  the   non-applicability   thereof  to  the   transactions
contemplated by this Purchase Contract.

                                   ARTICLE 10
                                    BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Aztec Group,  Inc., 2665 South Bayshore  Drive, Ph II A, Coconut Grove,  Florida
33133 ("Broker") in connection with this Purchase Contract. Seller and Purchaser
each  represents  and warrants to the other that other than  Broker,  it has not
dealt with or  utilized  the  services of any other real  estate  broker,  sales
person or finder in  connection  with this  Purchase  Contract,  and each  party
agrees to  indemnify  the other party from and against all claims for  brokerage
commissions  and  finder's  fees  arising  from or  attributable  to the acts of
omissions of the indemnifying party.

10.2  Seller  agrees  to pay  Broker a  commission  according  to the terms of a
separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
beneficiary of this Purchase Contract.

10.3 Broker  assumes no  responsibility  for the  condition  of the  Property or
representation  for the  performance of this Purchase  Contract by the Seller or
Purchaser.

                                   ARTICLE 11
                                   POSSESSION

11.1  Possession of the Property  subject to the Permitted  Exceptions  shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.

                                   ARTICLE 12
                              DEFAULTS AND REMEDIES

12.1 In the event  Purchaser  terminates  this Purchase  Contract  following the
Feasibility  Period for any reason other than Seller's inability to convey title
as required by this Purchase Contract,  or defaults hereunder on or prior to the
Closing  Date and  consummation  of the Closing does not occur by reason of such
termination or default by Purchaser, Seller and Purchaser agree that it would be
impractical  and  extremely  difficult to estimate the damages  which Seller may
suffer.  Therefore,  Seller and  Purchaser  hereby  agree  that,  except for the
Purchaser's  obligations to Seller under Section 5.3, the reasonable estimate of
the total net  detriment  that Seller would  suffer in the event that  Purchaser
terminates  this  Purchase  Contract  or defaults  hereunder  on or prior to the
Closing  Date is and shall be, and  Seller's  sole remedy  (whether at law or in
equity) shall be, the right to receive from the Escrow Agent and retain the full
amount of the Deposit and the Additional Deposit. The payment and performance of
the above as  liquidated  damages is not  intended  as a  forfeiture  or penalty
within the  meaning of  applicable  law and is intended to settle all issues and
questions  about the  amount of  damages  suffered  by Seller in the  applicable
event, except only for damages under Section 5.3 above, irrespective of the time
when the inquiry  about such  damages may take place.  Upon any such  failure by
Purchaser  hereunder,  this Purchase  Contract shall be terminated,  and neither
party shall have any further rights or obligations hereunder, each to the other,
except for the  Purchaser's  obligations to Seller under Section 5.3 above,  and
the right of  Seller to  collect  such  liquidated  damages  to the  extent  not
theretofore  paid  by  Purchaser.   Notwithstanding  the  foregoing,   upon  the
occurrence  of an event of default  other than the failure of Purchaser to close
in a timely basis in accordance with this Purchase Contract, Seller will provide
Purchaser with Notice  specifying the default and Purchaser  shall have five (5)
business days from its receipt of such notice to cure such default.

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole  remedy  shall  be to  elect to
terminate this Purchase  Contract and receive  reimbursement  of the Deposit and
the Additional Deposit (or so much thereof as has been received by Escrow Agent)
or to seek specific performance of this Purchase Contract.

                                   ARTICLE 13
                            RISK OF LOSS OR CASUALTY

13.1 The risk of loss of damage to the  Property  by  reason of any  insured  or
uninsured  casualty during the period up to and including the Closing Date shall
be borne by Seller.  Seller covenants and agrees to maintain all of its existing
insurance  coverage upon the Property in full force and effect until the Closing
Date,  without  material  modification  thereto.  In the event of any  "material
damage,"  as  hereinafter  defined,  to or  destruction  of the  Property or any
portion thereof,  Purchaser may, at its option, by Notice given to Seller within
ten  (10)  days  after   Purchaser  is  notified  of  such  material  damage  or
destruction:  (i) unilaterally  terminate this Purchase Contract and the Deposit
and the Additional Deposit shall be immediately  returned to Purchaser;  or (ii)
proceed  under this Purchase  Contract with no reduction in the Purchase  Price,
receive  any  insurance  proceeds  due  Seller  as a result  of such  damage  or
destruction (including any rent loss insurance applicable to the period from and
after the Closing Date), together with the amount of any deductible with respect
to  such  insurance  proceeds,  and  assume  responsibility  for  repair  of the
Property.  If the Property is not materially  damaged,  then Purchaser shall not
have the right to terminate this Purchase  Contract,  but all insurance proceeds
(including any rent loss  insurance  applicable to the period from and after the
Closing Date),  together with the amount of any deductible  with respect to such
insurance  proceeds,  shall be paid or assigned to Purchaser and Purchaser shall
assume responsibility for such repair. For purposes of this paragraph, "material
damage" means damages reasonably exceeding  $500,000.00 to repair, as determined
by an independent  insurance  claims  adjuster doing business in Broward County,
Florida,  which claims  adjuster shall be reasonably  satisfactory to Seller and
Purchaser.

                                   ARTICLE 14
                                  RATIFICATION

14.1 This  Purchase  Contract  shall be null and void unless  fully  ratified by
Purchaser and Seller on or before December 2, 1999.

                                   ARTICLE 15
                                 EMINENT DOMAIN

15.1 In the event that at the time of Closing all or any part of the Property is
(or has previously been) acquired,  or is about to be acquired,  by authority of
any  governmental  agency in purchase  in lieu  thereof (or in the event that at
such time  there is any notice of any such  acquisition  or intent to acquire by
any such  governmental  agency),  Purchaser shall have the right, at Purchaser's
option,  to terminate  this Purchase  Contract by giving  written  Notice within
Fifteen (15) days of  Purchaser's  receipt from Seller of the occurrence of such
event and recover the Deposit and the Additional Deposit (if paid) hereunder, or
to settle in accordance  with the terms of this  Purchase  Contract for the full
Purchase  Price and receive the full benefit or any  condemnation  award.  It is
expressly  agreed between the parties hereto that this paragraph shall in no way
apply to customary  dedications  for public  purposes which may be necessary for
the development of the Property.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  Exhibits And Schedules
      All Exhibits and  Schedules  annexed  hereto are a part of this Purchase
Contract for all purposes.

16.2  Assignability
      Subject to Section 16.18, this Purchase Contract is not assignable without
first obtaining the prior written approval of the  non-assigning  party,  except
that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
Contract to one or more  entities so long as (i)  Purchaser  or any entity fifty
percent  or more of the  voting  power of which  entity is owned or  controlled,
directly or indirectly by Purchaser or by any of the  shareholders of Purchaser,
remains a part of the  purchasing  entity(ies),  (ii)  Purchaser is not released
from its liability  hereunder,  and (iii) Purchaser provides Seller with written
notice of such assignment.

16.3  Binding Effect
      This Purchase  Contract  shall be binding upon and inure to the benefit of
Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
assigns.

16.4  Captions
      The captions,  headings,  and arrangements  used in this Purchase Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.

16.5  Number And Gender Of Words
      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6  Notices
      All notices,  demands, requests and other communications required pursuant
to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
shall be deemed to have been  properly  given or served for all  purposes (i) if
sent by Federal Express or any other nationally recognized overnight carrier for
next business day delivery,  on the first business day following deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery or (iii) if sent by certified mail,  return receipt  requested  postage
prepaid, on the fifth (5th) business day following the date of mailing addressed
as follows:

              If to Seller:                      If to Purchaser:

              Coral Palm Plaza Joint Venture     Woolbright Development, Inc.
              1873 South Bellaire Street, 17th   4800 North Federal Highway
              Floor                              Suite D-108
              Denver, Colorado  80222            Boca Raton, Florida 33431
              Attn:  Mr. Harry Alcock            Attn:  Mr. Duane J. Stiller

                    And

                                                 With a copy to:
              Argent Real Estate
              1401 Brickell Avenue, Suite 520    Jones, Foster, Johnston &
              Miami, Florida  33131              Stubbs, P.A.
              Attn:  Mr. David Marquette         505 South Flagler Drive, Suite
                                                 1100
                                                 West Palm Beach, Florida 33401
                                                 Attn:  Peter S. Holton, Esq.

              With a copy to:

              Loeb & Loeb
              1000 Wilshire Boulevard, Suite
              1800
              Los Angeles, California  90017
              Attn: Andrew S. Clare, Esq.
                    Karen N. Higgins, Esq.

      Any of the  parties  may  designate  a change  of  address  by Notice in
writing to the other  parties.  Whenever in this Purchase  Contract the giving
of Notice by mail or otherwise  is required,  the giving of such Notice may be
waived in writing by the person or persons entitled to receive such Notice.

16.7  Governing Law And Venue
      The laws of the State of Florida shall govern the validity,  construction,
enforcement,  and  interpretation  of this Purchase  Contract,  unless otherwise
specified herein except for the conflict of laws provisions thereof. All claims,
disputes  and other  matters in  question  arising  out of or  relating  to this
Purchase  Contract,  or the breach  thereof,  shall be  decided  by  proceedings
instituted  and  litigated  in the  Circuit  Court  in and for  Broward  County,
Florida,  for the district in which the  Property is  situated,  and the parties
hereto expressly consent to the venue and jurisdiction of such court.

16.8  Entirety And Amendments
      This Purchase  Contract  embodies the entire Purchase Contract between the
parties and supersedes all prior Purchase Contracts and understandings,  if any,
relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
instrument in writing executed by the party against whom enforcement is sought.

16.9  Severability
      If any provision of this Purchase Contract is held to be illegal, invalid,
or  unenforceable  under present or future laws,  such provision  shall be fully
severable.  The Purchase  Contract  shall be  construed  and enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part of this
Purchase Contract;  and the remaining provisions of this Purchase Contract shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
shall be added  automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.

16.10 Multiple Counterparts
      This  Purchase   Contract  may  be  executed  in  a  number  of  identical
counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
original  for  all  purposes  and all  such  counterparts  shall,  collectively,
constitute one Purchase Contract.  In making proof of this Purchase Contract, it
shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
counterparts.

16.11 Further Acts
      In  addition to the acts and deeds  recited  herein and  contemplated  and
performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
executed and/or  delivered any and all such further acts,  deeds, and assurances
as may be necessary to consummate the transactions contemplated hereby.

16.12 Construction
      No provision of this Purchase  Contract shall be construed in favor of, or
against,  any particular  party by reason of any presumption with respect to the
drafting of this Purchase Contract;  both parties, being represented by counsel,
having  fully  participated  in  the  negotiation  of  this  instrument.   16.13
Confidentiality

      Purchaser  shall not disclose the terms and  conditions  contained in this
Purchase Contract, shall keep the same confidential, provided that Purchaser may
disclose the terms and  conditions of this Purchase  Contract (i) as required by
law, (ii) to undertake its due diligence  hereunder and to consummate  the terms
of this  Purchase  Contract,  or any  financing  relating  thereto,  or (iii) to
Purchaser's or Seller's  lenders,  attorneys and  accountants,.  Any information
provided by Seller to Purchaser under the terms of this Purchase Contract is for
informational purposes only. In providing such information to Purchaser,  Seller
makes no representation  or warranty,  express,  written,  oral,  statutory,  or
implied,  and all such  representations  and  warranties  are  hereby  expressly
excluded.  Purchaser  shall not in any way be entitled to rely upon the accuracy
of such  information.  Such information is also confidential and Purchaser shall
be prohibited from making such information  public to any other person or entity
other than its agents and legal representatives,  without Seller's prior written
authorization, which may be granted or denied in Seller's sole discretion.

16.14 Time Of The Essence
      It is  expressly  agreed  by the  parties  hereto  that  time  is of the
essence with respect to this Purchase Contract.

16.15 Cumulative Remedies And Waiver
      No remedy herein  conferred or reserved is intended to be exclusive of any
other available  remedy or remedies herein  conferred or referred,  but each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given under this Purchase Contract.  No delay or omission to exercise any
right or power  accruing upon any default,  omission,  or failure of performance
hereunder  shall  impair any right or power or shall be construed to be a waiver
thereof,  but any such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver, amendment, release, or modification
of this Purchase Contract shall be established by conduct,  custom, or course of
dealing.

16.16 Litigation Expenses
      In the event either party hereto commences litigation against the other to
enforce its rights  hereunder,  the prevailing party in such litigation shall be
entitled to recover  from the other  party its  reasonable  attorneys'  fees and
expenses incidental to such litigation.

16.17 Time Periods
      Should the last day of a time period  fall on a weekend or legal  holiday,
the next Business Day thereafter shall be considered the end of the time period.

16.18 Exchange
      At Seller's  sole cost and expense,  Seller may  structure the sale of the
Property to  Purchaser  as a Like Kind  Exchange  under  Internal  Revenue  Code
Section  1031  whereby  Seller will  acquire  certain  property  (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange").  Purchaser shall cooperate fully and promptly with Seller's  conduct
of the Like Kind  Exchange,  provided  that all costs and expenses  generated in
connection  with the Like Kind  Exchange  shall be borne  solely by Seller,  and
Purchaser shall not be required to take title to or contract for the purchase of
any other  property.  If Seller uses a qualified  intermediary to effectuate the
exchange,  any assignment of the rights or obligations of Seller hereunder shall
not relieve,  release or absolve Seller of its  obligations to Purchaser.  In no
event shall the Closing Date be delayed by the Like Kind Exchange.  Seller shall
indemnify  and hold  harmless  Purchaser  from and against any and all liability
arising from and out of the Like Kind Exchange.

16.19 No Personal  Liability  of  Officers,  Trustees or directors of Seller's
      General Partners
      Purchaser acknowledges that this Agreement is entered into by Seller which
is a California  general  partnership,  and Purchaser  agrees that no individual
officer,  trustee,  director or representative of the general partners of Seller
shall have any personal  liability under this Agreement or any document executed
in connection with the transactions contemplated by this Agreement.

16.20 No Exclusive Negotiations
      Seller shall have the right,  at all times,  to solicit  backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of the Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this Agreement,  and that
Seller shall not enter into any contract or binding agreement with a third-party
for the sale of the Property.

16.21 Radon
      Radon  is  a  naturally  occurring  radioactive  gas  that,  when  it  has
accumulated in a building in sufficient  qualities,  may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guideline have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county public health
unit.

                                   ARTICLE 17
                            OPERATION OF THE PROPERTY

17.1 During the period of time from the  Effective  Date to a date which will be
twelve (12) days after the  Effective  Date,  Seller may enter into new Property
Contracts and new Commercial Leases, renew existing Commercial Leases or modify,
terminate or accept the surrender or forfeiture of any of the Commercial Leases,
modify any Property Contracts, or institute and prosecute any available remedies
for default  under any  Commercial  Lease  without  first  obtaining the written
consent of  Purchaser.  If Seller shall enter into a new Property  Contract or a
new Commercial Lease, or shall renew, modify,  terminate or accept the surrender
of any  Commercial  Lease,  or modify any  Property  Contract  during  such time
period,  Seller shall provide  Purchaser with written notice of such event and a
true,  correct and  complete  copy of any new  Commercial  Lease or new Property
Contract,  or any  modification  of any  Commercial  Lease or Property  Contract
within two (2) business days after  executing  same. From the date which will be
twelve (12) days after the  Effective  Date through the Closing  Date  (assuming
Purchaser  does  not  terminate  this  Purchase  Contract  at  the  end  of  the
Feasibility  Period),  Seller shall not enter into any new  Commercial  Lease or
Property Contract or renew any existing Commercial Lease or modify, any Property
Contract or modify, terminate or accept the surrender of any Commercial Lease or
institute and prosecute any available  remedies for default under any Commercial
Lease without obtaining the prior written consent of Purchaser, such consent not
to be unreasonably withheld, conditioned or delayed by the Purchaser.

17.2 Within three (3) business days after the date Purchaser  receives a request
from Seller for consent to, or approval of, any new Commercial Lease or Property
Contract,  or the  modification,  cancellation,  surrender or  forfeiture of any
Commercial  Lease or Property  Contract,  Purchaser  shall deliver to Seller its
written  approval,  consent or rejection  (with  reasons) of any such  proposal,
failing which  Purchaser  shall be deemed to have given this written  consent or
approval thereto.

17.3 Except as  specifically  set forth in this ARTICLE 17, Seller shall operate
the Property after the Effective Date in the ordinary  course of business,  will
not make any material  alterations to Property or remove any of the Fixtures and
Tangible  Personal Property without the prior written consent of Purchaser which
shall not be unreasonably withheld, denied or delayed.

                                   ARTICLE 18
              ESTOPPEL CERTIFICATES AND SUBORDINATION AGREEMENTS

      No later than five (5)  business  days prior to the Closing  Date,  Seller
shall obtain and deliver to  Purchaser  estoppel  certificates  dated no earlier
than thirty (30) days prior to the Closing  Date (the  "Estoppel  Certificates")
from Michael's  Crafts,  Doris' Market and Nutrition  Depot  (collectively,  the
"Major  Tenants")  and from the  Tenants  other  than the  Major  Tenants  which
represent  at least eighty  percent  (80%) of the  remaining  leased area of the
Improvements  (based on leasable  square  footage of the  Improvements).  Seller
shall use  reasonable  diligence  and good faith efforts to obtain each Estoppel
Certificate  in a form  acceptable  to  Purchaser  and its lender  certified  to
Purchaser,  its lender,  and any and other  parties  required by  Purchaser.  If
Seller fails to deliver the Estoppel Certificates required by this ARTICLE 18 at
least five (5) days prior to the  Closing  Date,  then  Purchaser's  sole remedy
shall be either to: (i)  terminate  this Purchase  Contract,  or (ii) proceed to
close in accordance  with this Purchase  Contract and waive the  requirement  of
such  Estoppel  Certificates.  Seller  further  covenants and agrees to use good
faith,  diligent efforts to obtain subordination and attornment  agreements from
each Tenant  dated no later than  thirty (30) days prior to the Closing  Date in
such form as Purchaser's lender may reasonably require.
<PAGE>

      NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
under seal as of the date first set forth above.

                                        Seller:

Signed, sealed and delivered            CORAL PALM PLAZA JOINT VENTURE, a
In the presence of:                     California general partnership

Witness                                 By: Century Pension Income Fund XXIII,a
                                            California limited partnership
Witness

                                        By: Fox Partners V, a California
                                            general partnership, general partner

                                        By: Fox Capital Management
                                            Corporation, general partner

                                            By:

                                            Its:

Signed, sealed and delivered            By: Century Pension Income Fund XXIV, a
in the presence of:                         California limited partnership

Witness                                     By: Fox Partners VI, a California
                                                general partnership, general
Witness                                         partner

                                            By: Fox Capital Management
                                                Corporation, general partner

                                                By:

                                                Its:

Signed, sealed and delivered              Purchaser:
in the presence of:
                                         WOOLBRIGHT DEVELOPMENT, INC., a Florida
Witness                                  corporation

Witness

                                         By:
                                              Duane J. Stiller, Its President


<PAGE>


                             FLORIDA ACKNOWLEDGMENT

STATE OF                      )

COUNTY OF                     )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
_________________________ and  _________________________,  known to me to the be
the President and Secretary,  respectively of WOOLBRIGHT DEVELOPMENT,  INC., the
corporation  in whose  name the  foregoing  instrument  was  executed,  and that
_______________ and ______________ severally acknowledged executing the same for
such corporation, freely and voluntarily, under authority duly vested in them by
said  corporation,  and that the seal affixed thereto is the true corporate seal
of said corporation.  (Check one) |_| Said person(s) (is) (are) personally known
to me. |_| Said person(s) provided the following type of identification:

      Witness  my  hand  and  official  seal  in the  County  and  State  last
aforesaid this _____ day of ________________________, A.D. 1999.


Notary Rubber Stamp Seal

                                          Notary Signature

                                          Printed Notary Signature


<PAGE>



                             FLORIDA ACKNOWLEDGEMENT

STATE OF                      )

COUNTY OF                     )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
__________________, and __________________,  known to me to the be the President
and  Secretary,   respectively  of  Fox  Capital  Management  Corporation,   the
corporation  in whose name the  foregoing  instrument  was  executed  as general
partner  of Fox  Partners  V, a  California  general  partnership,  which is the
general  partner of Century  Pension  Income Fund XXIII,  a  California  general
partnership,  as one of the general partners of Grantor,  and as general partner
of Fox  Partners  VI, a  California  general  partnership,  which is the general
partner of Century Pension Income Fund XXIV, a California  limited  partnership,
the other  general  partner of Grantor,  and that  ___________  and  ___________
severally  acknowledged  executing  the same for such  corporation,  freely  and
voluntarily,  under authority duly vested in them by said corporation,  and that
the seal affixed thereto is the true corporate seal of said corporation.  (Check
one) |_| Said  person(s) (is) (are)  personally  known to me. |_| Said person(s)
provided the following type of identification: ______________________

--------------------------------------------.



      Witness  my  hand  and  official  seal  in the  County  and  State  last
aforesaid this _____ day of ________________________, A.D. 1999.



Notary Rubber Stamp Seal                        Notary Signature

                                          Printed Notary Signature


<PAGE>



                                    EXHIBIT A

                     LEGAL DESCRIPTION FOR CORAL PALM PLAZA

      All that certain land  situated in Broward  County,  Florida  described as
      follows:

      Parcel "A", OF RAMBLEWOOD,  according to the Plat thereof,  as recorded in
      Plat  Book 76,  at Page 49,  of the  Public  Records  of  BROWARD  County,
      Florida.


<PAGE>




                                  EXHIBIT 1.1.5

                            LIST OF EXCLUDED PERMITS

                             To Be Inserted, If Any


<PAGE>


                                  EXHIBIT 1.1.7

               LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT

                             To Be Inserted, If Any


<PAGE>


                                  EXHIBIT 3.1.1

                             FORM OF QUITCLAIM DEED

                          THIS INSTRUMENT PREPARED BY:


Address:



Property Appraisers Parcel Identification (Folio) Number(s):

Grantee(s) S.S. #(s)

      THIS QUITCLAIM DEED executed the _____ day of _______________, A.D., 1999,
by  WOOLBRIGHT  DEVELOPMENT,  INC.,  a  corporation  existing  under the laws of
Florida,  and having  its  principal  place of  business  at 4800 North  Federal
Highway,  Suite D-108,  Boca Raton,  Florida 33431,  first party,  to CORAL PALM
PLAZA JOINT VENTURE, a California general partnership,  whose address is 1873 S.
Bellaire Street, 17th floor, Denver, Colorado 80222, second party (wherever used
herein the terms "first party" and "second  party" shall  include,  singular and
plural, all the parties to this instrument,  the heirs,  legal  representatives,
and assigns of  individuals,  and the  successors  and assigns of  corporations,
wherever the context so admits or requires).

      WITNESSETH, that the said first party, for and in consideration of the sum
of Ten Dollars  ($10.00) and other good and valuable  consideration in hand paid
by the said second  party,  the  receipt  whereof is hereby  acknowledged,  does
hereby remise, release and quitclaim unto the said second party forever, all the
right, title,  interest,  claim and demand which the said first party has in and
to the following  described  lot,  piece or parcel of land,  situate,  lying and
being in the County of Broward, State of Florida, to wit:

      PARCEL "A" of  Ramblewood,  according to the Plat thereof,  as recorded in
      Plat  Book 76,  at page 49,  of the  Public  Records  of  Broward  County,
      Florida.

      TO  HAVE  AND TO  HOLD,  the  same  together  with  all and  singular  the
appurtenances  thereunto  belonging  or in  anywise  appertaining,  and  all the
estate, right, title, interest,  lien, equity and claim whatsoever of said first
party, either in law or in equity, to the only proper use, benefit and behalf of
the said second party forever.


<PAGE>



(Corporate        Seal) IN  WITNESS  WHEREOF,  the said  corporation  has caused
                  these  presents to be executed in its name,  and its corporate
                  seal to be hereunto affixed,  by its proper officers thereunto
                  duly authorized, this _____ day of _______________, A.D. 1999.

ATTEST                                    WOOLBRIGHT DEVELOPMENT, INC.,
                          Secretary       a Florida corporation

Signed, sealed and delivered in the presence of:      By:
                                          President (signature)


                                          Printed Name

Witness Signature

Printed Name

Witness Signature

Printed Name


<PAGE>



STATE OF                      )

COUNTY OF                     )


      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
_________________________ and  _________________________,  known to me to the be
the President and Secretary,  respectively of WOOLBRIGHT DEVELOPMENT,  INC., the
corporation  in whose  name the  foregoing  instrument  was  executed,  and that
_______________ and ______________ severally acknowledged executing the same for
such corporation, freely and voluntarily, under authority duly vested in them by
said  corporation,  and that the seal affixed thereto is the true corporate seal
of said corporation.  (Check one) |_| Said person(s) (is) (are) personally known
to me.  |_|  Said  person(s)  provided  the  following  type of  identification:
_________________________________


      Witness  my  hand  and  official  seal  in the  County  and  State  last
aforesaid this _____ day of ________________________, A.D. 1999.



Notary Rubber Stamp Seal

                                          Notary Signature

                                          Printed Notary Signature


<PAGE>


                                  EXHIBIT 6.2.1

                           ADDITIONAL TITLE EXCEPTIONS

                                      None


<PAGE>


                                 EXHIBIT 7.2.1.1

                          FORM OF LIMITED WARRANTY DEED

                          THIS INSTRUMENT PREPARED BY:


Address:



Property Appraisers Parcel Identification (Folio) Number(s):

Grantee(s) S.S. #(s)

      THIS  SPECIAL  WARRANTY  DEED  made and  executed  as of the  _____ day of
____________,  A.D.,  1999,  by CORAL PALM PLAZA  JOINT  VENTURE,  a  California
general  partnership,  and having its principal  place of business at 1873 South
Bellaire Street,  17th Floor,  Denver,  Colorado 80222,  hereinafter  called the
grantor, to WOOLBRIGHT DEVELOPMENT,  INC., a Florida corporation,  whose address
is 4800 N. Federal Highway, Suite D-108, Boca Raton, Florida 33431,  hereinafter
called the grantee (wherever used herein the terms "grantor" and "grantee" shall
include  singular  and  plural,  heirs,  legal  representatives,  and assigns of
individuals,  and the  successors  and  assigns of  corporations,  wherever  the
context so admits or requires).

      WITNESSETH,  that  the  grantor,  for and in  consideration  of the sum of
$6,200,000.00,  and other  valuable  considerations,  receipt  whereof is hereby
acknowledged,  by these  presents  does grant,  bargain,  sell,  alien,  remise,
release,  convey and confirm unto the grantee,  all that certain land situate in
Broward County, State of Florida, viz.:

      PARCEL "A" of  Ramblewood,  according to the Plat thereof,  as recorded in
      Plat  Book 76,  at page 49,  of the  Public  Records  of  Broward  County,
      Florida.

      Together, with all the tenements,  hereditaments and appurtenances thereto
belonging or in anywise appertaining.

      TO HAVE AND TO HOLD, the same in fee simple forever.

      AND the grantor  hereby  covenants  with said  grantee that the grantor is
lawfully seized of said land in fee simple;  that it has good,  right and lawful
authority to sell and convey said land;  that it hereby fully warrants the title
to said land and will defend the same  against the lawful  claims of all persons
claiming  by,  through  or  under  grantor;  and that  said  land is free of all
encumbrances.


<PAGE>



(Corporate        Seal) IN WITNESS  WHEREOF,  the said general  partnership  has
                  caused  these  presents to be  executed  in its name,  and the
                  corporate  seal  of Fox  Capital  Management  Corporation,  as
                  general  partner  of  Fox  Partners  V, a  California  general
                  partnership ("Fox V"), which is the general partner of Century
                  Pension Income Fund XXIII,  and the general partner of Century
                  Pension Income Fund XXIV, the two general partners of grantor,
                  has been affixed hereto, by its proper officers thereunto duly
                  authorized, the day and year first above written.

Signed,  sealed  and  delivered  in  the presence of:

                              CORAL PALM PLAZA JOINT VENTURE, a
                              California general partnership

                              By:   Century Pension Income Fund XXIII, a
Witness Name:                       California limited partnership, as
                                    general partner

Witness Name:                 By:   Fox Partners V, a California
                                    general partnership, general
                                    partner

ATTEST:                       By:   Fox Capital Management
                                    Corporation, general
 Secretary                          partner

                              By:
                              Its:


Signed,  sealed  and  delivered  in  the presence of:

                                   By:   Century Pension Income Fund XXIV, a
                                         California limited partnership, as
                                         general partner

Witness Name:                      By:   Fox Partners VI, a California
                                         general partnership, general
                                         partner

Witness Name:
                                   By:   Fox Capital Management
                                         Corporation, general
                                         partner

ATTEST:

                                    By:
Secretary                           Its:


<PAGE>

STATE OF                      )

COUNTY OF                     )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
__________________, and __________________,  known to me to the be the President
and  Secretary,   respectively  of  Fox  Capital  Management  Corporation,   the
corporation  in whose name the  foregoing  instrument  was  executed  as general
partner  of Fox  Partners  V, a  California  general  partnership,  which is the
general  partner of Century  Pension  Income Fund XXIII,  a  California  general
partnership,  as one of the general partners of Grantor,  and as general partner
of Fox  Partners  VI, a  California  general  partnership,  which is the general
partner of Century Pension Income Fund XXIV, a California  limited  partnership,
the other  general  partner of Grantor,  and that  ___________  and  ___________
severally  acknowledged  executing  the same for such  corporation,  freely  and
voluntarily,  under authority duly vested in them by said corporation,  and that
the seal affixed thereto is the true corporate seal of said corporation.  (Check
one) |_| Said  person(s) (is) (are)  personally  known to me. |_| Said person(s)
provided the following type of identification: ______________________

--------------------------------------------.

      Witness  my  hand  and  official  seal  in the  County  and  State  last
aforesaid this _____ day of ________________________, A.D. 1999.

Notary Rubber Stamp Seal                        Notary Signature

                                          Printed Notary Signature


<PAGE>


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

                                [To Be Attached]


<PAGE>


                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is  executed  by CORAL PALM PLAZA JOINT
VENTURE, a California  general  partnership  ("Seller"),  in favor of WOOLBRIGHT
DEVELOPMENT, INC., a Florida corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract  and dated as of November  30,  1999  ("Purchase  Contract"),  in which
Seller has agreed to sell and Purchaser has agreed to purchase the real property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Property (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein,  the term "Property" shall mean the following  property
to the extent  said  property  is owned by Seller  and used in,  held for use in
connection with, or necessary for the operation of the Project:

a.             Property Contracts.  All of Seller's rights and interests in
               and to purchase orders, maintenance, service or utility
               contracts or similar contracts which relate to the ownership,
               maintenance, construction or repair or operation of the
               Project.

b.             Leases.  All of Seller's rights and interests in and to
               leases, subleases, and other occupancy agreements, whether or
               not of record, which provide for use or occupancy of space or
               facilities on or relating to the Project.

c.             Licenses and Permits.  All of Seller's rights and interests in
               and to all licenses or permits granted by governmental
               authorities having jurisdiction over the Project and utilized
               with respect to the Project.

d.             Fixtures and Tangible Personal Property.  All of Sellers
               rights and interests in and to all fixtures, furniture,
               furnishings, fittings, equipment, machinery, apparatus,
               appliances and other articles of tangible personal property
               now located on the Project or in the improvements thereon and
               used in connection with any present or future occupation or
               operation of all or any part of the Project.

            The term "Property"  shall not include any of the foregoing:  (i) to
the extent the same are excluded or reserved to Seller  pursuant to the Purchase
Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
the sale or transfer  thereof  requires  consent or approval of any third party,
which consent or approval is not obtained by Seller. Nothing herein shall create
a transfer or assignment of intellectual property or similar assets of Seller.

      2.    Assignment.  Seller hereby assigns, sells and transfers, without
recourse or warranty, to Purchaser all of Seller's right, title and interest,
if any, in and to the Property, subject to any rights of consent as provided
therein.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities  and  obligations of the Seller in connection  with the Property and
agrees to perform all of the covenants  and  obligations  of Seller  thereunder.
Purchaser further agrees to indemnify,  defend and hold Seller harmless from and
against any and all cost,  loss,  harm or damage  which may arise in  connection
with the Property.

      4.    Counterparts.  This Assignment may be executed in counterparts,
each of which shall be deemed an original, and both of which together shall
constitute one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

      6.    Applicable Law.  This Assignment shall be governed by and
interpreted in accordance with the laws of the State of Florida.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only,
and neither form a part of this Assignment or are to be used in its
construction or interpretation.

      8.    Binding Effect.  This Assignment shall be binding upon and inure
to the benefit of the parties hereto and their respective transferees,
successors, and assigns.

      9.    Entire Agreement; Modification.  This Assignment supersedes all
prior agreements and constitutes the entire agreement with respect to the
subject matter hereof.  It may not be altered or modified without the written
consent of all parties.

            WITH  RESPECT  TO  ALL  MATTERS  TRANSFERRED,  WHETHER  TANGIBLE  OR
INTANGIBLE,   PERSONAL  OR  REAL,  SELLER  EXPRESSLY  DISCLAIMS  A  WARRANTY  OF
MERCHANTABILITY  AND  WARRANTY  FOR  FITNESS FOR A  PARTICULAR  USE OR ANY OTHER
WARRANTY  EXPRESSED  OR IMPLIED  THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE
UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:                  , 1999



                                       Seller:

                                       CORAL PALM PLAZA JOINT VENTURE, a
                                       California general partnership

                                       By: Century Pension Income Fund XXIII, a
                                           California limited partnership

                                       By: Fox Partners V, a California
                                           general partnership, general partner

                                       By: Fox Capital Management
                                           Corporation, general partner

                                       By:
                                       Its:

                                       By:  Century Pension Income Fund XXIV, a
                                            California limited partnership

                                       By: Fox Partners VI, a California
                                           general partnership, general
                                           partner

                                       By: Fox Capital Management
                                           Corporation, general partner

                                       By:
                                       Its:

                                       Purchaser:

                                       WOOLBRIGHT DEVELOPMENT, INC., a Florida
                                       corporation

                                       By:
                                           Duane J. Stiller, Its President

<PAGE>


                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This  General  Assignment  ("Assignment")  is executed by CORAL PALM PLAZA
JOINT  VENTURE,  a  California  general  partnership  ("Seller"),  in  favor  of
WOOLBRIGHT DEVELOPMENT, INC., a Florida corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract  and dated as of November  30,  1999  ("Purchase  Contract"),  in which
Seller has agreed to sell and Purchaser has agreed to purchase the real property
described in Exhibit "A" attached thereto and the  improvements  located thereon
collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Miscellaneous Property Assets (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein, the term "Miscellaneous Property Assets" shall mean all
contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
items of  intangible  personal  property to the extent said property is owned by
Seller  and used in,  held for use in  connection  with,  or  necessary  for the
operation of the Project.

            The term  "Miscellaneous  Property  Assets" shall not include any of
the  foregoing:  (i) to the extent the same are  excluded  or reserved to Seller
pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
(ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
approval  of any third  party,  which  consent or  approval  is not  obtained by
Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
property or similar assets of Seller.

      2.    Assignment.  Seller hereby assigns, sells and transfers, without
recourse or warranty, to Purchaser all of Seller's right, title and interest,
if any, in and to the Miscellaneous Property Assets, subject to any rights of
consent as provided therein.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities and  obligations of the Seller in connection with the  Miscellaneous
Property  Assets and agrees to perform all of the covenants and  obligations  of
Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
harmless from and against any and all cost, loss, harm or damage which may arise
in connection with the Miscellaneous Property Assets, pertaining to acts arising
on and after the date hereof.  Seller  further  agrees to indemnify,  defend and
hold Purchaser  harmless from and against any and all cost, loss, harm or damage
which may arise in connection with the Miscellaneous Property Assets.

      4.    Counterparts.  This Assignment may be executed in counterparts,
each of which shall be deemed an original, and both of which together shall
constitute one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

      6.    Applicable Law.  This Assignment shall be governed by and
interpreted in accordance with the laws of the State of Florida.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only,
and neither form a part of this Assignment or are to be used in its
construction or interpretation.

      8.    Binding Effect.  This Assignment shall be binding upon and inure
to the benefit of the parties hereto and their respective transferees,
successors, and assigns.

      9.    Entire Agreement; Modification.  This Assignment supersedes all
prior agreements and constitutes the entire agreement with respect to the
subject matter hereof.  It may not be altered or modified without the written
consent of all parties.

<PAGE>


            WITH  RESPECT  TO  ALL  MATTERS  TRANSFERRED,  WHETHER  TANGIBLE  OR
INTANGIBLE,   PERSONAL  OR  REAL,  SELLER  EXPRESSLY  DISCLAIMS  A  WARRANTY  OF
MERCHANTABILITY  AND  WARRANTY  FOR  FITNESS FOR A  PARTICULAR  USE OR ANY OTHER
WARRANTY  EXPRESSED  OR IMPLIED  THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE
UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:                       , 1999


                                       Seller:

                                       CORAL PALM PLAZA JOINT VENTURE, a
                                       California general partnership

                                       By: Century Pension Income Fund XXIII, a
                                           California limited partnership

                                       By: Fox Partners V, a California
                                           general partnership, general partner

                                       By: Fox Capital Management
                                           Corporation, general partner

                                       By:

                                       Its:

                                       By:  Century Pension Income Fund XXIV, a
                                            California limited partnership

                                              By: Fox Partners VI, a California
                                                  general partnership, general
                                                  partner

                                              By: Fox Capital Management
                                                  Corporation, general partner

                                              By:

                                              Its:

                                         Purchaser:

                                         WOOLBRIGHT DEVELOPMENT, INC., a Florida
                                         corporation

                                         By:
                                              Duane J. Stiller, Its President

<PAGE>

                                    Exhibit B

                                ESCROW AGREEMENT

                                [To Be Attached]


<PAGE>


                                                                         Page(s)


                                TABLE OF CONTENTS

                                                                           Page

ARTICLE 1   DEFINED TERMS...................................................2

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4

ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................4

ARTICLE 4   FINANCING.......................................................4

ARTICLE 5   FEASIBILITY PERIOD..............................................4

ARTICLE 6   TITLE...........................................................4

ARTICLE 7   CLOSING.........................................................4

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS OF
            SELLER AND PURCHASER............................................4

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING.................................4

ARTICLE 10  BROKERAGE.......................................................4

ARTICLE 11  POSSESSION......................................................4

ARTICLE 12  DEFAULTS AND REMEDIES...........................................4

ARTICLE 13  RISK OF LOSS OR CASUALTY........................................4

ARTICLE 14  RATIFICATION....................................................4

ARTICLE 15  EMINENT DOMAIN..................................................4

ARTICLE 16  MISCELLANEOUS...................................................4

<PAGE>


                                                                    Exhibit 10.8

                   AMENDMENT TO PURCHASE AND SALE CONTRACT

                               (Coral Palm Plaza)

      This Amendment To Purchase and Sale Contract (this "Amendment") is entered
into as of the 16th day of December, 1999, by and between CORAL PALM PLAZA JOINT
VENTURE,  ("Seller"),  and WOOLBRIGHT  DEVELOPMENT,  INC., a Florida corporation
("Purchaser"),  with  respect  to  an  escrow  established  with  Chicago  Title
Insurance Company.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
November 30, 1999 between  Purchaser  and Seller (the  "Contract").  Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed to them in
the Contract.

      Purchaser and Seller desire to further amend the Contract  pursuant to the
terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
 which are hereby acknowledged, the Contract is hereby amended as follows:

ARTICLE 19.. Extension of Feasibility Period. Section 5.1 of the Contract is
 hereby amended to provide that the Feasibility Period shall end on or before
                               December 22, 1999.

 No Extension of Closing. Section 7.1.1 of the Contract is hereby amended to
 provide that the Closing shall occur no later than January 18, 2000, subject
     to the extension rights set forth in Section 7.1.2 of the Contract.

ARTICLE 20..  Counterparts. This Amendment may be executed in counterparts,
    each of which when compiled together shall constitute one and the same
                                  original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

                 [Remainder of Page Intentionally Left Blank]

      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
as of the date written above.

                              Seller:

                              CORAL PALM PLAZA JOINT VENTURE,
                              a California general partnership

                              By: Century Pension Income Fund XXIII,
                                  a California limited partnership

                                  By: Fox Partners V,
                                      a California general partnership,
                                      general partner

                                      By: Fox Capital Management Corporation,
                                          general partner

                                          By:
                                             Name:
                                             Title:

                              By: Century Pension Income Fund XXIV,
                                  a California limited partnership

                                  By: Fox Partners VI,
                                      a California general partnership,
                                      general partner

                                      By: Fox Capital Management Corporation,
                                          general partner

                                          By:
                                             Name:
                                             Title:

                              Purchaser:

                              WOOLBRIGHT DEVELOPMENT, INC., a Florida
                              corporation

                              By:
                                  Duane J. Stiller

                                  Its President


<PAGE>


                                                                    Exhibit 10.9

                SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

                               (Coral Palms Plaza)

      This Second Amendment To Purchase and Sale Contract (this  "Amendment") is
entered  into as of the ____ day of January,  2000,  by and  between  CORAL PALM
PLAZA JOINT VENTURES,  a California general partnership  ("Seller"),  WOOLBRIGHT
DEVELOPMENT,  INC., a Florida  corporation  ("Purchaser"),  and WOOLBRIGHT CORAL
PALM, LTD., a Florida limited partnership  ("Assignee"),  with respect an escrow
established with Chicago Title Insurance Company.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
November  30, 1999  between  Purchaser  and Seller,  as amended by that  certain
Amendment  to  Purchase  and  Sale  Contract  dated  as  of  December  16,  1999
(collectively,  the "Contract").  Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Contract.

      Purchaser,  Assignee  and  Seller  desire to  further  amend the  Contract
pursuant to the terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
 which are hereby acknowledged, the Contract is hereby amended as follows:

1.        Assignment by Purchaser. Purchaser hereby nominates Assignee as
    Purchaser under the Contract. Purchaser hereby assigns to Assignee its
  interests under the Contract, and Assignee hereby agrees to assume all of
  Purchaser's obligations and liabilities under the Contract. Seller hereby
     agrees to the foregoing nomination, assignment and assumption on the
    condition that Purchaser shall not be released from its liability and
  obligations under the Contract in the event of a breach of the Contract by
                                  Assignee.

ARTICLE 21..  Counterparts. This Amendment may be executed in counterparts,
    each of which when compiled together shall constitute one and the same
                                    original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

                 [Remainder of page intentionally left blank]



<PAGE>



      IN WITNESS WHEREOF,  Seller, Assignee and Purchaser have entered into this
Amendment as of the date written above.


<PAGE>


                                Seller:.....

                                CORAL PALM PLAZA JOINT VENTURE, a California
v                               general partnership

                                By: Century Pension Income Fund XXIII, a
                                    California limited partnership

                                    By: Fox Partners V, a California general
                                        partnership, general partner

                                    By: Fox Capital Management Corporation,
                                        general partner

                                            By:
                                               Name:
                                               Title:




                                By:  Century Pension Income Fund XXIV, a
                                     California limited partnership

                                     By: Fox Partners VI, a California general
                                         partnership, general partner

                                         By: Fox Capital Management
                                             Corporation, general partner

                                             By:
                                                 Name:
                                                 Title:


<PAGE>



                                    Assignee:

                                WOOLBRIGHT CORAL PALM, LTD.,
                                a Florida limited partnership

                                By:   Woolbright 2 Florida, Inc.,
                                      a Florida corporation,
                                      its general partner

                                       By:
                                          Duane J. Stiller, Its President


                                   Purchaser:

                                WOOLBRIGHT DEVELOPMENT, INC.,

                                a Florida corporation

                                By:
                                      Duane J. Stiller, Its President