UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

  [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended December 31, 1998

                                  OR

  [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-17651


                            HIGH CASH PARTNERS, L.P.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                                                     13-3347257   
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

     c/o CB Commercial Real Estate Group, Inc.
     5190 Neil Road, Suite 100
     Reno, Nevada  89502-8500                                           89502   
----------------------------------------------                        ----------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:  212-350-9900
Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on which
     Title of each class                                  registered       
---------------------------                   ----------------------------------
            None                                             None

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

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

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

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


<PAGE>



PART I


Item 1.  Business

High Cash Partners,  L.P. (the  "Partnership") is a Delaware limited partnership
formed in 1986 for the primary purpose of investing in,  holding,  operating and
otherwise  acting with respect to office  buildings,  shopping centers and other
commercial and industrial properties.

In 1989, the  Partnership  used all the net proceeds from its public offering of
units of limited partnership interest ("Units") to acquire Sierra Marketplace, a
community retail shopping center completed in October 1988 and situated on 18.67
acres in the  southern  portion of Reno,  Nevada  ("Sierra  Marketplace"  or the
"Property").  Sierra  Marketplace  consists of two main buildings and three "out
parcel" structures containing  approximately 233,000 square feet of net leasable
area.  Sierra  Marketplace  has 32  tenants.  Each  of  three  tenants,  Smith's
Management  Corp.,  a large food and drug  store,  Good Guys,  Inc.,  a consumer
electronics  store, and Bell Furniture,  Inc., a furniture store,  accounted for
approximately 22%, 20% and 13%, respectively,  of the Partnership's total rental
income revenues in 1998.  Smith's  Management Corp.  occupies 68,972 square feet
and has a lease that extends through  mid-2008;  Good Guys, Inc. occupies 16,961
square feet and has a lease that extends through  November 2003; Bell Furniture,
Inc.  occupies  18,225 square feet and has a lease that extends  through October
2001.  The  Property is subject to a  mortgage,  which is  described  in Item 7,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources" below.

Until  November  1997,  Levitz  Furniture  Corporation  ("Levitz")  had occupied
approximately  53,000  square  feet at  Sierra  Marketplace  under a lease  that
extended  through  2008.   Levitz  accounted  for   approximately   16%  of  the
Partnership's  total rental income revenues in 1997.  During 1997,  Levitz filed
for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code.
In November 1997, Levitz vacated its premises,  and ceased paying rent under the
lease as of April 2, 1998. See Item 7, "Management's  Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
below.

Locale and Competition

The  Partnership  believes  there are  approximately  8.8 million square feet of
retail space in the Reno area,  in a total of 72 regional  malls and  community,
neighborhood  and strip centers.  Sierra  Marketplace is located in the southern
section of Reno, which is well developed  commercially along major thoroughfares
with substantial  residential  development along secondary streets.  The primary
trade area is considered affluent to middle class. Although there is little room
for significant new competing development in the immediate geographical vicinity
of the Property,  the competition for tenants (including  existing tenants whose
leases expire) is strong among existing centers.  In addition,  a portion of the
land  available  for  development  in the immediate  geographic  vicinity of the
Property recently has been developed by centers predominantly  occupied by large
anchor tenants,  which has created additional  competition for the Property. New
leases being signed at Sierra Marketplace are at equal or lower  per-square-foot
rentals than the  expiring  leases.  See Item 7,  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources" and "- Real Estate Market" below.


                                       I-1

<PAGE>



Employees

The  Partnership  does not have any  employees.  Services are  performed for the
Partnership by Pembroke HCP, LLC, the  Partnership's  Managing  General  Partner
(the "Managing  General  Partner"),  Pembroke  Realty  Management LLC ("Pembroke
Realty"),  an affiliate  of the  Managing  General  Partner,  and certain  other
parties that may be deemed to be affiliated with the Managing  General  Partner.
Certain  services are performed for Pembroke Realty by CB Commercial Real Estate
Group, Inc., an unaffiliated management company ("CB Commercial").  See Item 10,
"Directors  and  Executive   Officers  of  Registrant",   Item  11,   "Executive
Compensation",  Item 12, "Security  Ownership of Certain  Beneficial  Owners and
Management" and Item 13, "Certain Relationships and Related Transactions" below.


Item 2.  Properties

See Item 1, "Business" above.


Item 3.  Legal Proceedings

See Item 7,  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations - Liquidity and Capital  Resources"  below with regard to
Levitz.


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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 1998.


                                       I-2

<PAGE>



PART II


Item 5.  Market for Registrant's Securities and Related Security Holder Matters

There is no  established  public  trading  market for the  Units,  and it is not
anticipated that such a market will develop.

In 1987, the U.S.  Congress  adopted certain rules  concerning  "publicly traded
partnerships".  Beginning in 1998, the effect of being  classified as a publicly
traded   partnership  would  be  that  the  Partnership  would  be  taxed  as  a
corporation.  On November 29, 1995, the Internal  Revenue  Service adopted final
regulations ("Final Regulations") describing when interests in partnerships will
be considered to be publicly  traded.  The Final  Regulations do not take effect
with respect to existing  partnerships  until the year 2006.  During  1997,  the
rules  concerning  publicly  traded  partnerships  were again  amended for years
beginning in 1998. Due to the nature of the Partnership's  income and to the low
volume  of  transfers  of  Units in the  past,  it is not  anticipated  that the
Partnership  will be treated as a publicly  traded  partnership  under currently
applicable rules and interpretations or under the Final Regulations.

There are certain restrictions in the Partnership's  Partnership  Agreement that
may limit the ability of a limited partner to transfer Units.  Such restrictions
could impair the ability of a limited partner to liquidate its investment in the
event of an emergency or for any other reason.

As of March 9, 1999, there were approximately  1,380 holders of Units, owning an
aggregate of 96,472 Units.

There were no distributions made during 1998 or 1997.

There are no material legal  restrictions on distributions in the  Partnership's
Partnership  Agreement.  See,  however,  Item 7,  "Management's  Discussion  and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources" below for a discussion of financial  conditions affecting the
Partnership's ability to make distributions.



                                      II-1

<PAGE>



Item 6.  Selected Financial Data



<TABLE>
<CAPTION>
                                                           Year ended December 31,
                             -------------------------------------------------------------------------------
                                  1998              1997            1996            1995           1994
                             --------------    -------------   --------------  -------------- --------------
<S>                          <C>               <C>             <C>             <C>            <C>           
Revenues                     $    2,479,904    $   2,686,095   $    2,637,022  $   2,632,230  $   2,477,410 
Net Loss (1)                 $    (925,947)    $  (7,238,860)  $     (640,184) $    (442,098) $    (357,863)
Net (Loss) Per Unit (1)(2)   $    (   9.50)    $      (74.29)  $        (6.57) $       (4.54) $       (3.67)
Distributions Per Unit (2)   $           -     $           -   $        12.52  $       12.52  $       12.50
Long-term Obligations (3)    $   19,617,279    $  17,540,481   $   15,691,865  $  14,030,719  $  12,548,175
Total Assets                 $   19,834,203    $  18,716,205   $   24,485,903  $  24,652,234  $  24,814,694

</TABLE>

-----------------

(1) The 1997 amount includes a write-down for impairment of $6,475,500,  or
$(66.45) per Unit.

(2) Based upon the weighted average number of Units outstanding.

(3) Consisting of the principal amount of the RAM 2 loan plus deferred interest
on that loan, which are described in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" below.



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

Liquidity and Capital Resources


The Partnership uses working capital reserves set aside from the proceeds of its
public  offering  in 1989 and  undistributed  cash flow from  operations  as its
primary measure of liquidity.  At December 31, 1998,  working  capital  reserves
amounted to approximately $4,268,000.  Such reserves may be used to fund capital
expenditures,  insurance,  real estate taxes and loan payments. All expenditures
during 1998 were funded from cash flow from operations.

At December 31, 1998, the total amount outstanding on the Partnership's mortgage
loan  payable to  Resources  Accrued  Mortgage  Investors  2 L.P.  ("RAM 2") was
$19,617,279,  which included deferred interest payable of $13,117,279.  From and
after March 1, 1999,  the mortgage loan may be prepaid,  in whole only,  without
penalty  or  premium.  At March 1, 1999,  the total  amount  outstanding  on the
mortgage was approximately  $20,000,000.  The Partnership  believes that, in the
present  circumstances,  it would not be able to  refinance  the  mortgage.  The
mortgage  matures  on  February  28,  2001.  At  that  time,  the  total  amount
outstanding on the mortgage is expected to be approximately $25,000,000.  If the
value of the Property at that time does not exceed $25,000,000,  the Partnership
may lose its entire investment in the Property. In that connection, in the first
quarter of 1997, the value of the Property was written down to $15,875,000.  See
"Write-Down for Impairment" below.

The mortgage  further  requires the  Partnership to provide RAM 2 with a current
appraisal of the Property upon RAM 2's request. If it is determined,  based upon
the  requested  appraisal,  that  the sum of (i) the  principal  balance  of the
mortgage  loan plus all  other  then  outstanding  indebtedness  secured  by the
Property  and (ii) all accrued and unpaid  interest on the mortgage at 6.22% per
annum,  compounded monthly (that sum, the "Measurement Amount"),  exceeds 85% of
the appraised value, an amount equal to such excess would become immediately due
and payable to RAM 2.

To date,  the lender has not requested an  appraisal.  There can be no assurance
that, if the lender requests an appraisal, 85% of the appraised value will equal
the  Measurement  Amount.  At December  31,  1998,  the  Measurement  Amount was
approximately  $12,005,000,  which  was approximately  $1,489,000 less  than 85%

                                      II-2

<PAGE>

of the  $15,875,000  value to which the  Property  was written down in the first
quarter of 1997. As interest on the mortgage  accrues,  the  Measurement  Amount
will  increase,  and,  therefore,  unless  the value of the  Property  increases
sufficiently from the value to which it was written down in the first quarter of
1997, the Measurement  Amount  eventually will exceed 85% of the appraised value
of the Property.

Until November 1997,  Levitz had occupied  approximately 23% of the space at the
Property (i.e., approximately 53,000 out of approximately 233,000 square feet of
net  leasable  area).  Rent  under  the  lease  for  each of 1997  and  1996 was
approximately  $412,000,  which was approximately 16% of the Partnership's total
rental income revenues in each such period. In November 1997, Levitz,  which had
filed for protection under Chapter 11 of the Bankruptcy Code, vacated its space.
Levitz ceased paying rent as of April 2, 1998.


The vacancy at the Levitz space resulted in a loss of income to the Partnership,
and may have adversely affected the surrounding tenants, particulary in light of
the limited  visibility those tenants have to the main  thoroughfare.  See "Real
Estate Market" below. The Partnership is actively  seeking a substitute  tenant.
However,  there can be no assurance  the  Partnership  will succeed in finding a
substitute  tenant  promptly  or on terms  comparable  to those under the Levitz
lease. In addition, the Partnership expects to make substantial  expenditures in
order to secure a substitute tenant and in connection with a new lease.

The level of leasing activity cannot be predicted,  particularly in light of the
Levitz situation,  and,  therefore,  the amount of further capital  expenditures
arising  from  leasing  activity is  uncertain.  There can be no  assurance  the
Partnership   will  have   sufficient   liquidity  both  to  make  such  capital
expenditures,  and to make the  payments  that may be  required  under the RAM 2
loan.  If  there  is a  default  on the RAM 2 loan,  the  Partnership  would  be
materially and adversely affected. Consequently, the Partnership has declared no
distribution  payable for 1998 or 1997 and will not declare any distribution for
the foreseeable future in order to build up cash reserves.

Real Estate Market

A substantial  decline in the market value of the Property  reflects real estate
market conditions in the vicinity of Sierra Marketplace. Recently built shopping
centers in the vicinity have increased competition for tenants. This competitive
factor,  together with the fact that much of the unleased  space at the Property
(including   the  Levitz  space)  has  only  limited   visibility  to  the  main
thoroughfare  and the fact that the space  occupied  by  Levitz is  expected  to
continue to be vacant for at least some  period,  have  hindered the lease-up of
new space. As a result, the Partnership's investment in the Property is at risk.

Write-Down for Impairment

The value of the Property is reflected in the Partnership's financial statements
at the lower of  depreciated  cost or estimated  fair value.  A  write-down  for
impairment  with respect to the Property may be recorded from time to time based
upon quarterly  reviews of the Property.  In performing this review,  management
considers the  estimated  fair value of the Property  based upon cash flows,  as
well as other  factors,  such as the current  occupancy,  the  prospects for the
Property and the economic situation in the region where the Property is located.
Because this determination of estimated fair value is based upon future economic
events, the amounts  ultimately  realized upon a disposition of the Property may
differ  materially  from the  value  reflected  in the  Partnership's  financial
statements.

A  write-down  for  impairment  is  inherently  subjective  and  is  based  upon
management's best estimate of current  conditions and assumptions about expected
future conditions. The Partnership may provide for additional write-downs in the
future and such  write-downs  could be material.  In the first  quarter of 1997,
management determined that the aggregate undiscounted future cash flows from the
Property  over the  anticipated  holding  period  were  below  the  value of the
Property reflected in the Partnership's  financial  statements at March 31, 1997
and, therefore, an impairment existed. Management performed an internal analysis
of the  Property,  which  indicated  an  estimated  fair value of  approximately
$15,875,000. Consequently, a write-down for

                                      II-3

<PAGE>




impairment  of  $6,475,500  was  recorded  at  March  31,  1997.  No  additional
write-down for impairment was required during 1998.

Results of Operations

1998 vs. 1997

The  Partnership  realized a net loss of $925,947 for 1998,  compared with a net
loss of $7,238,860 for 1997, a change of $6,312,913.  The change was primarily a
result of the write-down  for impairment  recorded in March 1997 with respect to
the Property. See "Write-Down for Impairment" above.

Revenues  decreased from 1997 to 1998 due to the loss of Levitz as a tenant,  as
well as other decreases in base rentals.  See "Liquidity and Capital  Resources"
above.

Costs and expenses  decreased  from 1997 to 1998 primarily due to the write-down
for impairment  recorded in March 1997.  Decreases in operating and depreciation
expenses were partially offset by an increase in mortgage loan interest expense.
Operating  expenses  decreased  as a result of lower  insurance  and repairs and
maintenance costs.  Depreciation expense decreased as a result of the impairment
recorded in March 1997.  Mortgage  loan  interest  expense  increased due to the
compounding  effect from the deferral of the interest expense on the zero coupon
mortgage.

1997 vs. 1996

Revenues increased for 1997 compared with 1996,  primarily due to an increase in
base  rentals in 1997 and an  increase  in  interest  income  and other  income.
Interest  income  increased  principally  due to the  build-up of cash  reserves
referred to in "Liquidity and Capital Resources" above.

Costs and expenses  increased for 1997 compared with 1996,  primarily due to the
$6,475,500  write-down  for  impairment  in the  first  quarter  of 1997  and an
increase in mortgage interest expense, partially offset by a decrease in general
and administrative expenses.  Mortgage interest increased by $187,470 due to the
compounding  effect  from  the  deferral  of the  interest  on the  zero  coupon
mortgage.

As a result of the  foregoing,  the net loss  increased  for 1997  compared with
1996. For 1997, the net loss was $7,238,860, compared with $640,184 for 1996.


                                      II-4

<PAGE>



Inflation

Inflation  has not had a  material  impact on the  Partnership's  operations  or
financial  condition  during the last three years and is not  expected to have a
material impact in the future.

Year 2000

Costs  associated  with the year  2000  conversion  are not  expected  to have a
material effect on the Partnership.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.


                                      II-5

<PAGE>



Item 8.  Financial Statements and Supplementary Data


                            HIGH CASH PARTNERS, L.P.
                              FINANCIAL STATEMENTS
                   YEARS ENDED DECEMBER 31,1998,1997 AND 1996

                                      INDEX

                                                                          Page
                                                                         Number
                                                                        --------

Independent Auditor's Report                                               F-1

     Financial statements - years ended
        December 31, 1998, 1997 and 1996

             Balance sheets                                                F-2

             Statements of operations                                      F-3

             Statement of partners' equity                                 F-4

             Statements of cash flows                                      F-5

             Notes to financial statements                                 F-6

     Schedule II:

        Valuation and qualifying accounts                                  F-15

     Schedule III:

        Real estate and accumulated depreciation                           F-16

All  other  financial  statement  schedules  are  omitted  because  they are not
applicable or the required  information is presented in the financial statements
or notes thereto.

                                      II-6

<PAGE>



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

None.


                                      II-7

<PAGE>



To the Partners of
High Cash Partners, L.P.



                          INDEPENDENT AUDITOR'S REPORT


We have audited the accompanying  balance sheets of High Cash Partners,  L.P. (a
limited  partnership)  as of  December  31,  1998  and  1997,  and  the  related
statements of operations,  partners' equity and cash flows for each of the three
years in the period  ended  December  31,  1998.  Our audits also  included  the
financial  statement  schedules  listed  in the  Index  at  Item  14(a)2.  These
financial   statements   and  the   financial   statement   schedules   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on the financial  statements and financial  statement schedules 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 financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of High Cash Partners,  L.P. as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 1998 in conformity
with  generally  accepted  accounting  principles.  Also,  in our opinion,  such
financial  statement  schedules,  when  considered  in  relation  to  the  basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.





/s/  Hays & Company



March 11, 1999
New York, New York

                                       F-1

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                    December 31,
                                                         --------------------------

                                                             1998             1997
                                                         --------------  -------------
<S>                                                      <C>             <C>          
ASSETS
  Real estate, net                                       $   15,358,165  $  15,551,179
  Cash and cash equivalents                                   4,270,688      3,052,039
  Other assets                                                  114,174         53,739
  Tenant receivables, net                                        63,653         29,737
  Prepaid insurance premiums                                     27,523         29,511
                                                         --------------  -------------

                                                         $   19,834,203  $  18,716,205
                                                         ==============  =============


LIABILITIES AND PARTNERS' EQUITY

Liabilities
  Mortgage loan payable                                  $    6,500,000  $   6,500,000
  Deferred interest payable                                  13,117,279     11,040,481
  Accounts payable and accrued expenses                          93,429        127,680
  Due to affiliates                                                  --          2,890
  Tenants' security deposits payable                             58,867         54,579
                                                         --------------  -------------

        Total liabilities                                    19,769,575     17,725,630
                                                         --------------  -------------

Commitments and contingencies (Notes 3, 4, 5 and 8)

Partners' equity
  Limited partners' equity                                                             
  (96,472 units issued and outstanding)                          63,981        980,669
  General partners' equity                                          647          9,906
                                                         --------------  -------------

        Total partners' equity                                   64,628        990,575
                                                         --------------  -------------

                                                         $   19,834,203  $  18,716,205
                                                         ==============  =============
</TABLE>


See notes to financial statements.


                                       F-2

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                      ----------------------------------------

                                                           1998             1997           1996
                                                      --------------    ------------   -------------
<S>                                                   <C>               <C>           <C>          
Revenues
--------
  Rental income                                       $    2,306,202    $  2,573,611   $  2,562,666
  Other income                                                 2,217           5,966          1,640
  Interest income                                            171,485         106,518         72,716
                                                      --------------    ------------   ------------
                                                                                                   
                                                           2,479,904       2,686,095      2,637,022
                                                      ==============    ============   ============
                                                                                                   
Cost and expenses                                                                                  
  Mortgage loan interest                                   2,076,798       1,848,616      1,661,146
  Operating                                                  508,467         617,589        604,082
  Depreciation and amortization                              349,554         495,094        478,846
  Partnership management fees                                301,475         301,475        301,475
  Administrative                                             101,255         109,507        152,073
  Property management fees                                    68,302          77,174         79,584
  Write-down for impairment                                        -       6,475,500              -
                                                      --------------    ------------   ------------
                                                                                                   
                                                           3,405,851       9,924,955      3,277,206
                                                      --------------    ------------   ------------
                                                                                                   
Net loss                                              $   ( 925,947)    $(7,238,860)   $   (640,184)
                                                      ==============    ============   =============
                                                                                                   
                                                                                                   
                                                                                                   
Net loss attributable to                                                                           
  Limited partners                                    $    (916,688)    $(7,166,471)  $   (633,782)
  General partners                                           (9,259)        (72,389)        (6,402)
                                                      --------------    ------------        ------ 
                                                                                                   
                                                      $    (925,947)    $(7,238,860)  $   (640,184)
                                                      ==============    ============  ============
                                                                                                   
                                                                                                   
                                                                                                   
Net loss per unit of limited partnership              $    (   9.50)    $    (74.29)  $      (6.57)
  interest (96,472 units outstanding)                 ==============    ============  ============
</TABLE>



See notes to financial statements.


                                       F-3

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          STATEMENT OF PARTNERS' EQUITY

                  YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998



<TABLE>
<CAPTION>
                                                          General        Limited           Total
                                                         Partners'      Partners'        Partners'
                                                          Equity         Equity           Equity
                                                       ------------  ---------------  ---------------
<S>              <C>                                   <C>           <C>              <C>           

Balance, January 1, 1996                               $    100,897  $     9,988,752  $   10,089,649
Net loss - 1996                                             (6,402)        (633,782)        (640,184)
Distributions to partners                                                                             
  ($12.52 per limited unit)                                (12,200)      (1,207,830)      (1,220,030)
                                                       ------------  ---------------  ---------------
Balance, December 31, 1996                                   82,295        8,147,140        8,229,435
Net loss - 1997                                            (72,389)      (7,166,471)      (7,238,860)
                                                       ------------  ---------------  ---------------
Balance, December 31, 1997                                    9,906          980,669          990,575
Net Loss - 1998                                             (9,259)        (916,688)        (925,947)
                                                       ------------  ---------------  ---------------
Balance, December 31, 1998                             $       647   $       63,981   $       64,628
                                                       ============  ===============  ===============

</TABLE>

See notes to financial statements.


                                       F-4

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                                   --------------------------------------------

                                                                        1998             1997           1996
                                                                   --------------   -------------  -------------
<S>                                                                <C>              <C>            <C>          

INCREASE (DECREASE) IN CASH AND CASH                                                                            
EQUIVALENTS                                                                                                     

Cash flows from operating activities

  Net loss                                                         $    (925,947)   $ (7,238,860)  $   (640,184)
  Adjustments to reconcile net loss to net cash                                                                  
       provided by operating activities                                                                          
           Write-down for impairment                                            -       6,475,500              -
           Deferred interest expense                                    2,076,798       1,848,616      1,661,146
           Depreciation and amortization                                  349,554         495,094        478,846
           Other assets                                                         -               -         10,346
  Changes in assets and liabilities
       Tenant receivables                                                (33,916)          49,192         77,679
       Other assets                                                      (84,813)         (7,330)       (13,048)
       Prepaid real estate taxes                                                -               -         59,393
       Prepaid insurance premiums                                           1,988          43,883       (31,037)
       Accounts payable and accrued expenses                             (34,251)           2,160         35,190
       Due to affiliates                                                  (2,890)        (75,927)        (2,053)
       Tenant's security deposits payables                                  4,288           (680)          (400)
                                                                   --------------   -------------  -------------

           Net cash provided by operating activities                    1,350,811       1,591,648      1,635,878
                                                                   --------------   -------------  -------------

Cash flows from investing activities
  Additions to real estate                                              (132,162)         (9,167)       (48,559)
                                                                   --------------   -------------  -------------

Cash flows from financing activities
  Distributions to partners                                                     -       (305,007)    (1,220,030)
                                                                   --------------   -------------  -------------

Net increase in cash and cash equivalents                               1,218,649       1,277,474        367,289

Cash and cash equivalents, beginning of year                            3,052,039       1,774,565      1,407,276
                                                                   --------------   -------------  -------------

Cash and cash equivalents, end of year                             $    4,270,688   $   3,052,039  $   1,774,565
                                                                   ==============   =============  =============
</TABLE>


See notes to financial statements.


                                       F-5

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


1    ORGANIZATION

     High Cash Partners,  L.P.  (formerly High Income Partners L.P. - Series 87)
     (the "Partnership") was formed in May 1986 pursuant to the Delaware Revised
     Uniform Limited  Partnership Act for the purpose of acquiring and operating
     real estate. The Partnership will terminate on December 31, 2030 or sooner,
     in  accordance   with  its  Amended  and  Restated   Agreement  of  Limited
     Partnership (the "Limited Partnership Agreement").  The Partnership filed a
     Form  S-11   registration   statement  with  the  Securities  and  Exchange
     Commission,  which became effective on June 29, 1988,  covering an offering
     of  400,000  limited  partnership  units  (subject  to  increase,   if  the
     Underwriter  exercised  its right to sell an additional  200,000  units) at
     $250 per unit.

     The  Partnership's  public  offering  terminated on June 29, 1990, at which
     time  the  Partnership  had  accepted   subscriptions  for  77,901  limited
     partnership  units  (including  those  units  sold to the  initial  limited
     partner) for  aggregate  net  proceeds of  $17,284,566  (gross  proceeds of
     $19,475,250,  less organization and offering costs aggregating $2,190,684).
     The  Partnership  received  $2,500  and  $1,000  for  contributions  to the
     Partnership  from the initial  limited  partner  and the general  partners,
     respectively.  The  Partnership  had  committed  100% of its  net  proceeds
     available for investment to the Sierra  Marketplace  acquisition,  a retail
     shopping center.

     The  Partnership  sold 18,571  unregistered  limited  partnership  units to
     Integrated  Resources,  Inc.  ("Integrated"),  the  former  parent  of  the
     original  Managing  General Partner of the  Partnership,  for aggregate net
     proceeds of $4,120,441 (gross proceeds of $4,642,750, less organization and
     offering costs aggregating $522,309). Simultaneously, Integrated sold these
     units  to  the  Partnership's  three  bank  creditors.   The  sale  of  the
     aforementioned units,  effective January 1, 1991, was part of a transaction
     that enabled the  Partnership to repay its unsecured  loans on December 19,
     1990.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Leases

     The Partnership  accounts for its leases under the operating method.  Under
     this  method,  revenue is  recognized  as rentals  become  due,  except for
     stepped leases,  where revenue is recognized on a straight-line  basis over
     the life of the lease.

     Depreciation

     Depreciation is computed using the straight-line  method over the estimated
     useful life of the property,  which is  approximately 40 years. The cost of
     the property represents the initial cost of the property to the Partnership
     plus acquisition and closing costs.  Repairs and maintenance are charged to
     operations as incurred.

     Write-down for impairment

     A write-down for impairment is recorded based upon a periodic review of the
     property in the Partnership's portfolio. Real estate property is carried at
     the lower of depreciated cost or estimated fair value. In

                                       F-6

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

     performing  this review,  management  considers the estimated fair value of
     the property based upon cash flows,  as well as other factors,  such as the
     current  occupancy,  the  prospects  for  the  property  and  the  economic
     situation  in the  region  where the  property  is  located.  Because  this
     determination of estimated fair value is based upon future economic events,
     the amounts  ultimately  realized upon a disposition may differ  materially
     from the carrying value.

     A write-down is inherently  subjective and is based upon  management's best
     estimate  of current  conditions  and  assumptions  about  expected  future
     conditions.  The  Partnership may provide for write-downs in the future and
     such write-downs could be material.

     Financial statements

     The financial statements include only those assets, liabilities and results
     of operations that relate to the business of the Partnership.

     Cash and cash equivalents

     For the purpose of the statements of cash flows, the Partnership  considers
     all short-term investments that have original maturities of three months or
     less to be cash equivalents.

     Substantially all the  Partnership's  cash and cash equivalents are held at
     one financial institution.

     Fair value of financial instruments

     The fair value of  financial  instruments  is  determined  by  reference to
     market  data  and  other   valuation   techniques   as   appropriate.   The
     Partnership's  financial  instruments  consist principally of cash and cash
     equivalents and a mortgage loan payable.  Unless otherwise  disclosed,  the
     fair value of financial instruments approximates their recorded values.

     Net loss and distributions per unit of limited partnership interest

     Net loss and  distributions  per unit of limited  partnership  interest are
     computed  based upon the number of units  outstanding  (96,472)  during the
     years ended December 31, 1998, 1997 and 1996.

     Income taxes

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

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


                                       F-7

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

     Reclassifications

     Certain  reclassifications have been made to the financial statements shown
     for  the  prior   years  in  order  to  conform  to  the   current   year's
     classifications.

     Estimates

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

3    CHANGE IN GENERAL PARTNER OWNERSHIP, CONFLICTS OF INTEREST AND
     TRANSACTIONS WITH RELATED PARTIES

     Until June 13, 1997, the Managing  General  Partner of the  Partnership was
     Resources  High Cash,  Inc.  ("RHC").  RHC was,  until  November 3, 1994, a
     wholly-owned  subsidiary  of  Integrated,  at which  time,  pursuant to the
     consummation of Integrated's Plan of Reorganization,  substantially all the
     assets  of  Integrated,  but not the stock of RHC,  were  sold to  Presidio
     Capital Corp.  ("Presidio").  RHC is a wholly-owned subsidiary of XRC Corp.
     ("XRC"),  which is a subsidiary of Presidio.  The other general  partner of
     the Partnership  was, until June 13, 1997,  Presidio AGP Corp.  ("AGP"),  a
     Delaware  Corporation  that  is  a  wholly-owned  subsidiary  of  Presidio.
     Presidio also is the parent of other  entities that were, or may have been,
     engaged  in  businesses  that  may  have  been  in  competition   with  the
     Partnership. Accordingly, conflicts of interest may have arisen between the
     Partnership and such other businesses.

     A partnership  affiliated with the predecessor General Partners,  Resources
     Accrued Mortgage Investors 2 L.P. ("RAM 2"), whose managing general partner
     is  owned  by  Presidio,  made a zero  coupon  first  mortgage  loan to the
     Partnership (Note 5).

     Effective  April  1,  1991,   Integrated   purchased,   in  an  arms-length
     transaction  from an unaffiliated  third party,  8,361 limited  partnership
     units ("Units"). Effective January 1, 1995, pursuant to the consummation of
     Integrated's Plan of  Reorganization,  these units were transferred to XRC.
     For the years  ended  December  31,  1996 and 1995,  XRC  earned  quarterly
     distributions from those Units of $104,680.  No distributions were declared
     during 1997.

     On June 13, 1997, RHC and AGP sold their general  partnership  interests to
     Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp.  ("Pembroke AGP"),
     respectively. In the same transaction, XRC sold its 8,361 Units to Pembroke
     Capital  II,  LLC,  an  affiliate   of  Pembroke  HCP  and  Pembroke   AGP.
     Subsequently,  Pembroke Capital II LLC acquired beneficial  ownership of an
     aggregate of an additional 5,208 Units in the secondary market.

     Prior to the sale of the general partnership interest in the Partnership to
     Pembroke HCP and Pembroke  AGP,  Wexford  Management  LLC  ("Wexford")  had
     performed  management  and  administrative  services for Presidio,  XRC and
     XRC's direct and  indirect  subsidiaries,  as well as for the  Partnership.
     Following  the sale,  an  affiliate  of Pembroke HCP was engaged to perform
     administrative services for the

                                       F-8

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

     Partnership.   During  the  years  ended   December   31,  1998  and  1997,
     reimbursable  payroll  expenses  paid to the  affiliate  and Wexford by the
     Partnership amounted to $36,000 and $17,822, respectively.

     The Partnership had been a party to a supervisory management agreement with
     Resources  Supervisory  Management  Corp.  ("Resources  Supervisory"),   an
     affiliate of RHC and AGP, pursuant to which Resources Supervisory performed
     certain property management functions. Resources Supervisory performed such
     services  through June 13, 1997.  Effective June 13, 1997, the  Partnership
     terminated  this  agreement  and  entered  into a  similar  agreement  with
     Pembroke  Realty  Management  LLC  ("Pembroke  Realty"),  an  affiliate  of
     Pembroke HCP and Pembroke  AGP. A portion of the property  management  fees
     payable  to  Resources  Supervisory  and  Pembroke  Realty  were paid to an
     unaffiliated  management company, which had been engaged for the purpose of
     performing the property  management  functions that were the subject of the
     supervisory  management  agreement.  For the year ended  December 31, 1996,
     Resources Supervisory was entitled to receive $79,584, of which $65,364 was
     payable to the unaffiliated management company. For the year ended December
     31,  1997,  Resources  Supervisory  and  Pembroke  Realty were  entitled to
     receive  $35,245  and  $41,929,   respectively;  of  these  amounts,  which
     aggregated  $77,174,  $64,312  was payable to the  unaffiliated  management
     company. For the year ended December 31, 1998, Pembroke Realty was entitled
     to receive  $68,302,  of which  $56,918  was  payable  to the  unaffiliated
     management company. No leasing activity  compensation was paid to Resources
     Supervisory or Pembroke  Realty for the years ended December 31, 1998, 1997
     and 1996.

     For managing the affairs of the  Partnership,  the Managing General Partner
     is entitled to receive a  partnership  management  fee in an annual  amount
     equal to  $301,475.  For the year  ended  December  31,  1996,  the  former
     Managing  General  Partner  was  entitled  to this fee;  for the year ended
     December  31,  1997,  this fee was paid to the former and current  Managing
     General Partners in their pro-rata shares.  For the year ended December 31,
     1998, the current Managing General Partner was paid this fee.

     The General  Partners  are  allocated 1% of the net income or losses of the
     Partnership and are also entitled to receive 1% of distributions.

4    REAL ESTATE

     Real estate assets  represent the  Partnership's  principal  asset.  Sierra
     Marketplace, a community marketplace located in Reno, Nevada, was purchased
     by the Partnership on February 10, 1989, and is summarized as follows:

                                       F-9

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



<TABLE>
<CAPTION>
                                                                December 31,
                                                                ------------
                                                          1998               1997
                                                    -------------      -------------
<S>                                                 <C>                <C>          
                                                    $   6,667,189      $   6,667,189

Land                                                        
Building and improvements                              12,932,876         12,800,714
                                                    -------------      -------------
                                                       19,600,065         19,467,903
Less accumulated depreciation                         (4,241,900)        (3,916,724)
                                                    -------------      ------------- 

                                                    $  15,358,165      $  15,551,179
                                                    =============      =============
</TABLE>
                                                           

     The land,  building and  improvements  are  collateralized  by the mortgage
     payable.

     In performing an impairment review of the Property,  management  determined
     that the  aggregate  undiscounted  cash  flows from the  Property  over the
     anticipated  holding  period were below its net carrying  value as of March
     31, 1997 and, therefore,  an impairment  existed. At that time,  management
     estimated the fair value of the Property to be  approximately  $15,875,000.
     Consequently,  a write-down for impairment of $6,475,500 was recorded as of
     March 31, 1997, of which  $2,201,670  was allocated to land and  $4,273,830
     was allocated to building and improvements.

     Depreciation  expense for the years ended December 31, 1998,  1997 and 1996
     amounted to $325,176,  $447,994  and  $452,070,  respectively.  Included in
     depreciation expense for the year ended December 31, 1997 is $87,190, which
     represents  the net  book  value  of  improvements  to the  space  formerly
     occupied by Levitz  Furniture  Store,  which  vacated its space in November
     1997.

     During  1998,  each of three  tenants  accounted  for more  than 10% of the
     Partnership's  rental revenues.  Such tenants  accounted for  approximately
     22%,  20% and 13% of rental  revenues,  with  leases  expiring in the years
     2008,  2003 and 2001,  respectively.  During  1997 and 1996,  each of three
     tenants accounted for more than 10% of the  Partnership's  rental revenues.
     Such  tenants  accounted  for  approximately   22%,  22%  and  16%  of  the
     Partnership's  rental  revenues.  One of those  tenants,  Levitz  Furniture
     Store,  which  accounted for 16% of the  Partnership's  rental  revenues in
     1997, filed for bankruptcy protection under Chapter 11 of the United States
     Bankruptcy  Code in 1997 and  vacated its space in  November  1997.  Levitz
     ceased paying rent as of April 2, 1998.


                                      F-10

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

     Minimum future rental payments receivable,  excluding operating escalations
     and other  charges,  due from  tenants  pursuant  to the terms of  existing
     noncancellable leases as of December 31, 1998 are as follows:



      Year ending December 31,
           1999                                         $    1,780,081
           2000                                              1,623,061
           2001                                              1,450,884
           2002                                              1,207,284
           2003                                              1,084,457
           Thereafter                                        2,587,916
                                                       ------------------       
                                                        $    9,733,683
                                                       ==================       


5    MORTGAGE LOAN PAYABLE

     The mortgage loan payable represents a zero coupon first mortgage loan held
     by RAM 2, a public  limited  partnership  sponsored  by  affiliates  of the
     former  General  Partners.  The mortgage loan bears interest at the rate of
     11.22% per annum,  compounded  monthly.  The principal balance,  along with
     deferred  interest thereon,  which is estimated to aggregate  approximately
     $25,000,000, is due on February 28, 2001. From and after March 1, 1999, the
     mortgage loan may be prepaid, in whole only, without penalty or premium.

     In accordance with the terms of the mortgage loan,  additional interest may
     be payable equal to 23.9% of the  appreciation in the value of the property
     after payment of a specified return to the Partnership.  The maximum annual
     rate of interest,  including the additional interest,  is not to exceed 16%
     compounded  annually and is due on the earlier of the maturity  date or the
     date the mortgage loan is prepaid.

     Additionally,  the terms of the mortgage  loan require the  Partnership  to
     provide  RAM 2 with a  current  appraisal  of the  property  upon  RAM  2's
     request. If it is determined, based upon the requested appraisals, that the
     sum of (i) the  principal  balance of the mortgage loan plus all other then
     outstanding  indebtedness  secured by the property and (ii) all accrued and
     unpaid interest on the mortgage loan at 6.22% per annum, compounded monthly
     (that sum, the "Measurement  Amount"),  exceeds 85% of the appraised value,
     an amount equal to such excess shall become  immediately due and payable to
     RAM 2. In the event that RAM 2 insisted upon such payment,  the Partnership
     might not have the  liquidity  to make such  payment.  In such  event,  the
     Partnership would attempt to negotiate terms for such payment, but could be
     forced to sell the  property  or seek other  relief,  including  protection
     under the  bankruptcy  laws,  and in any event  might  ultimately  lose its
     investment in the property.

     To  date,  RAM 2 has  not  requested  an  appraisal,  and  there  can be no
     assurance that, if the lender  requests an appraisal,  85% of the appraised
     value at that time will equal the Measurement Amount. At December 31, 1998,
     the   Measurement   Amount  was   approximately   $12,005,000,   which  was
     approximately  $1,489,000 less than 85% of the  $15,875,000  value to which
     the property was written

                                      F-11

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

     down in the first quarter of 1997. As interest on the mortgage accrues, the
     Measurement  Amount will  increase,  and,  therefore,  unless the appraised
     value of the property increases sufficiently from the value to which it was
     written  down  in  the  first  quarter  of  1997,  the  Measurement  Amount
     eventually will exceed 85% of the appraised value of the property.

     In light of the above  circumstances,  management  has  estimated  the fair
     value of the mortgage loan to  approximate  the value of the  Partnership's
     real estate assets at December 31, 1998.

6    DUE TO AFFILIATES

     The amounts due to affiliates are as follows:


                                                     December 31,
                                      -----------------------------------------
                                             1998                   1997
                                      ---------------------   -----------------

        Supervisory Management Fee    $                --     $           2,890
                                      =====================   =================


     Amounts due to affiliates were paid in the quarters  subsequent to December
     31, 1997.

7    RECONCILIATION OF NET LOSS AND NET ASSETS PER FINANCIAL STATEMENTS TO TAX
     BASIS

     The Partnership  files its tax return on an accrual basis.  The Partnership
     has computed  depreciation for tax purposes using the Modified  Accelerated
     Cost Recovery  System,  which is not in accordance with generally  accepted
     accounting   principles.   A  reconciliation  of  net  loss  per  financial
     statements to the tax basis of accounting is as follows:






<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                    ---------------------------------------------------
                                                        1998                1997               1996
                                                    ------------        ------------         ----------
<S>                                                 <C>                   <C>                <C>       
     Net loss per financial statements                $(925,947)        $(7,238,860)         $(640,184)

     Write-down for impairment                                 -          6,475,500                  -

     Tax depreciation in excess of financial                                                            
     statement depreciation                            (228,353)            (76,908)           (87,846)
                                                    ------------        ------------         ----------

     Net loss per tax basis                         $(1,154,300)          $(840,268)         $(728,030)
                                                    ============        ============         ==========
</TABLE>
                                                     



                                      F-12
<PAGE>


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



                                                         December 31,
                                               ------------------------------
                                                    1998            1997
                                               --------------  --------------

     Net assets per financial statements        $      64,628   $     990,575

     Cumulative tax depreciation in excess                                   
     of financial statement depreciation            (984,297)       (755,945)

     Write-down for impairment                      6,475,500       6,475,500

     Syndication costs                              2,712,993       2,712,993
                                               --------------  --------------

     Net assets per tax basis                   $   8,268,824   $   9,423,123
                                               =============== ==============

8    LEVITZ BANKRUPTCY

     Until  November  1997,  Levitz  Department  Store  ("Levitz")  had occupied
     approximately 23% of the space at the property (i.e.,  approximately 53,000
     out of approximately  233,000 square feet of net leasable area). Rent under
     the lease for each of 1997 and 1996 was approximately  $412,000,  which was
     approximately 16% of the Partnership's total rental income revenues in each
     such period. In November 1997, Levitz, which had filed for protection under
     Chapter 11 of the Bankruptcy Code, vacated its space.  Levitz ceased paying
     rent as of April 2, 1998.

     The  vacancy  at the  Levitz  space  resulted  in a loss of  income  to the
     Partnership.  The vacancy also may have adversely  affected the surrounding
     tenants, particularly in light of the limited visibility those tenants have
     to the main thoroughfare.  The Partnership is actively seeking a substitute
     tenant.  However,  there  can be no  assurance  that the  Partnership  will
     succeed in finding a substitute  tenant promptly or on terms  comparable to
     those  under the Levitz  lease.  In  addition,  if a  substitute  tenant is
     obtained, the Partnership expects to make substantial expenditures in order
     to secure the substitute tenant and in connection with the new lease.


                                      F-13

<PAGE>



9    PARTNERS' EQUITY

     The General Partners hold a 1% equity interest in the Partnership. However,
     at the inception of the Partnership,  the General  Partners' equity account
     was credited with only the actual capital  contributed in cash, $1,000. The
     Partnership's   management   determined   that  this   accounting  did  not
     appropriately  reflect the  Limited  Partners'  and the  General  Partners'
     relative  participations in the Partnership's net assets,  since it did not
     reflect the General Partners' 1% equity interest in the Partnership.  Thus,
     during  1997,  the  Partnership   restated  its  financial   statements  to
     reallocate  $240,182 (1% of the gross proceeds raised at the  Partnership's
     formation) of the partners' equity to the General Partners' equity account.
     This  reallocation  was  made  retroactively  as of  the  inception  of the
     Partnership.  The reallocation had no impact on the Partnership's financial
     position, results of operations,  cash flows, distributions to partners, or
     the partners' tax basis capital accounts.


                                      F-14

<PAGE>



                                              HIGH CASH PARTNERS, L.P.

                 Schedule II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
                                                          ADDITIONS
                                                   -------------------------
                                    BALANCE AT     CHARGED TO    CHARGED TO               BALANCE AT
                                   BEGINNING OF    COSTS AND       OTHER                    END OF
       DESCRIPTION                   PERIOD         EXPENSES      ACCOUNTS   DEDUCTIONS     PERIOD
--------------------------------  -------------  -------------  ----------- ------------ ------------
<S>                               <C>            <C>             <C>          <C>          <C>         
Year ended December 31, 1998                                     
      Reno, Nevada                $ 6,475,500    $           -   $        -  $        -  $  6,475,500
    Sierra Marketplace            ===========    =============   ==========  ==========  ============
                                                                 
                                                                 
Year ended December 31, 1997                                     
      Reno, Nevada                $         -    $ 6,475,500(A)  $        -  $        -  $  6,475,500
    Sierra Marketplace            ===========    ==============  ==========  ==========  ============
</TABLE>
                                                                

(A) Represents an allowance for impairment provided on the Sierra Marketplace
property during 1997.


                                                        F-15

<PAGE>


<TABLE>
<CAPTION>

                                    HIGH CASH PARTNERS, L.P.

                      Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION



                                             INITIAL COST (1)          COSTS CAPITALIZED
                                        -------------------------- -------------------------

                                                     Building and                                 
                              Encum-                   Improve-      Improve-     Carrying         
       Description            brances      Land         ments         ments         Cost           
-------------------------- ------------ ----------- -------------- -----------  ------------
<S>                        <C>          <C>          <C>           <C>          <C>       

Sierra Marketplace
   Retail Shopping Center                                                                        
      Reno, Nevada         $19,617,279  $8,868,859   $16,494,467   $712,239     $    -
                           ------------ -----------  ------------- -----------  ------------

                                                              Year ended December 31,
                                                    -----------------------------------------
                                                        1996           1997           1998
                                                    -------------  ------------  ------------ 
(A) RECONCILIATION OF REAL ESTATE OWNED

Balance at beginning of year                          $25,868,677   $25,934,236   $19,467,903

Subtractions during year                                                                         
   Write-down for impairment                                   --     6,475,500            --  
                                                    -------------   -----------  ------------
                                                       25,868,677    19,458,736    19,467,903

Additions during year                                                                            
   Improvements                                            48,559         9,167       132,162
                                                    -------------   -----------  ------------  

Balance at end of year                                $25,934,236   $19,467,903   $19,600,065

                                                              Year ended December 31,
                                                    -----------------------------------------
                                                        1996           1997           1998
                                                    -------------   -----------  ------------
(B) RECONCILIATION OF ACCUMULATED                                                                
DEPRECIATION                                                                                     

Balance at beginning of year                           $3,016,660    $3,468,730    $3,916,724

Additions during the year                                                                        
   Depreciation                                           452,070       447,994       325,176  
                                                    -------------   -----------  ------------

Balance at end of year                                 $3,468,730    $3,916,724    $4,241,900
                                                    -------------   -----------  ------------

<CAPTION>

                                             GROSS AMOUNT AT WHICH CARRIED AT
                                        ----------------------------------------
                                                                                                  
                                                                                                  
                                                                                                            
                                                     Building and                  Accumulated   
                                          Land       Improvements      Total      Depreciation          
                                       ------------ --------------  ------------ -------------- 
<S>                                      <C>           <C>           <C>             <C>        
                                                                                                 
Sierra Marketplace 
   Retail Shopping Center                                                                         
      Reno, Nevada                       $6,667,189    $12,932,876   $19,600,065     $4,241,900
                                       ------------ --------------  ------------ --------------


(A) RECONCILIATION OF REAL ESTATE                                                                      
                                                                                                                                 
Balance at beginning of year                                                                           
                                                                                                       
Subtractions during year                                                                               
   Write-down for impairment                                                                           
                                                                                                       
                                                                                                       
Additions during year                                                                                  
   Improvements                                                                                        
                                                                                                       
Balance at end of year                                                                                 
                                                                                                       
                                                                                                       
                                                                                                       
(B) RECONCILIATION OF ACCUMULATED                                                                      
DEPRECIATION                                                                                           
                                                                                                       
Balance at beginning of year                                                                           
                                                                                                       
Additions during the year                                                                              
   Depreciation                                                                                        
                                                                                                       
Balance at end of year                                                                           


<CAPTION>
 
                                                                      Life on which     
                                                                     Depreciation in   
                                                                       Latest Income     
                                        Date of        Date            Statement is     
                                      Construction   Acquired           Computed        
                                     -------------- ----------      -----------------  
<S>                                     <C>            <C>          <C>             
                                                
Sierra Marketplace
   Retail Shopping Center                                           Straight-line method
      Reno, Nevada                      10/88          2/89              40 years        
                                     -------------- ----------      --------------------
                                                
(A) RECONCILIATION OF REAL ESTATE
                                 
Balance at beginning of year     
                                 
Subtractions during year         
   Write-down for impairment     
                                 
                                 
Additions during year            
   Improvements                  
                                 
Balance at end of year           
                                 
                                 
                                 
(B) RECONCILIATION OF ACCUMULATED
DEPRECIATION                     
                                 
Balance at beginning of year     
                                 
Additions during the year        
   Depreciation                  
                                 
Balance at end of year           

                                         
(1)    The aggregate cost for income tax purposes is $26,075,565 at December 31,
       1998.
</TABLE>                                                
                                                
                                       F-16

<PAGE>



PART III


Item 10. Directors and Executive Officers of Registrant

The  Partnership  has no officers or directors.  Pembroke HCP, LLC, the Managing
General  Partner,  manages  and  controls  substantially  all the  Partnership's
affairs and has general  responsibility  and  ultimate  authority in all matters
affecting its business.  Pembroke AGP Corp., the Associate  General Partner,  in
its capacity as such,  does not devote a material amount of time or attention to
the Partnership's affairs.

Based on a review of the filings under Section 16(a) of Securities  Exchange Act
of 1934 (the "Act"),  none of the Managing General  Partner,  the sole member or
the officers of the Managing  General Partner or beneficial  owners of more than
10% of the Units  failed to file on a timely basis  reports  required by Section
16(a) of the Act during 1998 or prior years.

Lawrence J. Cohen,  age 43, is, and for more than five years has been,  the sole
shareholder and director of Pembroke  Companies,  Inc., which is the sole member
and the  manager  of each of the  Managing  General  Partner  and the  Associate
General  Partner.  Pembroke  Companies,  Inc.  is  a  privately-held  investment
management company, which makes investments in, and provides management services
to, a variety of real estate-related businesses.


Item 11. Executive Compensation

The  Partnership  is not required to pay, and has not paid,  the  officers,  the
manager or the sole  member of the  Managing  General  Partner or the  Associate
General Partner, or the officers or directors of the sole member of the Managing
General Partner or the Assistant General Partner. Certain officers and directors
of the former managing general partner of the Partnership received  compensation
from the former  managing  general  partner or its affiliates  (but not from the
Partnership) for services performed for various affiliated  entities,  which may
have included  services  performed  for the  Partnership;  in addition,  certain
individuals  affiliated with the Managing  General Partner receive  compensation
from  the  Managing  General  Partner  or  its  affiliates  (but  not  from  the
Partnership) for services performed for various affiliated  entities,  which may
have included services for the Partnership.  See Item 13, "Certain Relationships
and Related Transactions" below.


Item 12. Security Ownership of Certain Beneficial Owners and Management

Pembroke   Capital  II,  LLC  ("PC")  and  Equity  Resources  Fund  XIV  Limited
Partnership  ("ERF") are the only  persons  known by the  Partnership  to be the
beneficial  owners of more than 5% of the Units.  According to Schedule  13Ds PC
and ERF have filed  with the  Securities  and  Exchange  Commission,  PC and ERF
beneficially own 12,803 Units and 8,998 Units, respectively, which are 13.3% and
9.3%, respectively,  of the outstanding Units. Lawrence J. Cohen has advised the
Partnership  that PC currently  has  beneficial  ownership of an aggregate of an
additional 756 Units. Mr. Cohen is the sole member of PC, and, therefore, he may
be deemed to be the  beneficial  owner of PC's 13,559 Units (i.e.,  14.1% of the
outstanding   Units).   See  Item  10,  "Directors  and  Executive  Officers  of
Registrant"  above.  The  address  of  each  of PC and  Mr.  Cohen  is  Pembroke
Companies,  Inc., 70 East 55th Street,  New York, New York 10022. The address of
ERF is 14 Story Street, Cambridge, Massachusetts 02138.



                                      III-1

<PAGE>




Item 13. Certain Relationships and Related Transactions

During 1998,  the General  Partners  and their  respective  affiliates  received
compensation or payments for services from or with respect to the Partnership as
follows:


            Name                 Capacity in Which Served        Compensation

Pembroke HCP, LLC                Managing General Partner         $301,475(1)
Pembroke AGP, LLC                Associate General Partner              - (2)
Pembroke Realty Management LLC   Supervisory Property Manager     $ 68,302(3)

(1)  Represents a  partnership  management  fee earned by the  Managing  General
     Partner. Under the Partnership's  Partnership-  Agreement,  .99% of the net
     income and net loss of the Partnership is allocated to the Managing General
     Partner.  For 1998,  $10,996 of the Partnership's tax loss was allocated to
     the Managing General Partner.

(2)  Under the Partnership  Agreement,  .01 % of the Partnership's net income or
     net loss is allocated to the Associate  General Partner.  For 1998, $111 of
     the Partnership's tax loss was allocated to the Associate General Partner.

(3)  This amount was earned pursuant to a supervisory  management agreement with
     the Partnership for  performance of certain  functions  related to property
     management.  Of  this  amount,  $56,918  was  paid  to  CB  Commercial,  an
     unaffiliated  property  management  company  that  performed  services  for
     Pembroke Realty Management LLC.

                                      III-2

<PAGE>



PART IV


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

(a)(1)   Financial  Statements:  See "Index to  Financial  Statements"  in Item 
         8 above.

(a)(2)   Financial  Statement  Schedules:  See "Index to Financial  Statements"
         in Item 8 above.

(a)(3)   Exhibits:

3.       (a)     Second Amended and Restated Partnership Agreement ("Partnership
                 Agreement") of Registrant, incorporated by reference to Exhibit
                 3D to Amendment No. 2 to Registrant's Registration Statement on
                 Form  S-11  filed  on  June  24,   1988  (Reg.   No.   33-6412)
                 (hereinafter the "Form S-11 ").

         (b)     Amended and  Restated  Certificate  of Limited  Partnership  of
                 Registrant, incorporated by reference to Exhibit 3C to the Form
                 S-11.

         (c)     Amendment to Partnership  Agreement,  incorporated by reference
                 to  Supplement  No. I dated  August  19,  1988 to  Registrant's
                 Prospectus  filed pursuant to Rules 424(b) and 424(c) (Reg. No.
                 33-6412).

10.      (a)     Management  Services Agreement between Registrant and Resources
                 Property Management Corp., incorporated by reference to Exhibit
                 1 OB to Amendment No. 2 to the Form S-1 1.

         (b)     Acquisition   and   Disposition    Services   Agreement   among
                 Registrant,  Realty  Resources  Inc.,  and Resources High Cash,
                 Inc.,   incorporated   by  reference   to  Exhibit   10.(b)  of
                 Registrant's  Report on Form 10-K for the year  ended  December
                 31, 1988 (hereinafter the " 1988 10-K").

         (c)     Agreement   among   Resources  High  Cash,   Inc.,   Integrated
                 Resources,  Inc. and Fourth  Group  Partners,  incorporated  by
                 reference to Exhibit 1 0.(c) of the 1988 10-K.

         (d)     Agreement of Purchase and Sale between  Sierra  Virginia,  Inc.
                 and Nevada Corp.,  incorporated  by reference to Exhibit 10A to
                 Registrant's Form 8 with respect to Registrant's current report
                 on Form 8-K dated February 10, 1989.

         (e)     Registered  Note by Registrant to RAM 2 in connection  with the
                 purchase of Sierra  Marketplace,  incorporated  by reference to
                 Exhibit I0B to Registrant's Form 8 with respect to Registrant's
                 current   report  on  Form  8-K  dated   February   10,   1989,
                 incorporated  by  reference  to Exhibit  10(f) of  Registrant's
                 Report  on Form  10-K  for the year  ended  December  31,  1989
                 (hereinafter the " 1 989 10- K").

         (f)     Settlement Agreement,  dated October 17, 1990 among Registrant,
                 Integrated,   First  Interstate  Bank  of  Denver  N.A.,  First
                 Interstate Bank of Washington, N.A. and First American National
                 Bank, Incorporated,  incorporated by reference to Exhibit 10(a)
                 to  Registrant's  Current Report on Form 8-K dated December 19,
                 1990.

                                      IV-1

<PAGE>



          (g)    Supervisory  Management  Agreement dated as of November 1, 1991
                 between   Registrant  and  Resources   Supervisory   Management
                 Corporation  incorporated  by  reference  to  Exhibit 10 (g) to
                 Registrant's  Report on Form 1 O-K for the year ended  December
                 31, 199 1.

          (h)    Management  Agreement  dated  as  of  November  1,  1991  among
                 Registrant,  Resources  Supervisory  Management  Corp.  and  CB
                 Commercial Real Estate Group,  Inc.,  incorporated by reference
                 to Exhibit  10(h) to  Registrant's  Report on Form 10-K for the
                 year ended December 31, 1991.

          (i)    Exclusive Leasing Listing Agreement dated as of January 1, 1993
                 between   Resources   Supervisory   Management   Corp.  and  CB
                 Commercial Real Estate Group,  Inc.,  incorporated by reference
                 to Exhibit  10(i) to  Registrant's  Report on Form 10-K for the
                 year ended December 31, 1993.

          (j)    First Amendment to Exclusive Leasing Listing Agreement dated as
                 of January 1, 1994  between  Resources  Supervisory  Management
                 Corp. and CB Commercial Real Estate Group,  Inc.,  incorporated
                 by  reference to Exhibit  100) to  Registrant's  Report on Form
                 10-K for the year ended December 31, 1993.

          (k)    Second Amendment to Management Agreement dated as of January 1,
                 1994 between  Resources  Supervisory  Management  Corp.  and CB
                 Commercial Real Estate Group,  Inc.,  incorporated by reference
                 to Exhibit  10(k) to  Registrant's  Report on Form 10-K for the
                 year ended December 31, 1993.

(b)              Report on Form 8-K:
                 -------------------

                 Registrant  filed the following  reports on Form 8-K during the
                 last quarter of the fiscal year:

                 None.

                                      IV-2

<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.

                                      HIGH CASH PARTNERS, L.P.

                                      By:    Pembroke HCP, LLC
                                             Managing General Partner


Dated:  March 16, 1999                By:    Pembroke Companies, Inc.
                                             Managing Member


                                      By:    /s/  Lawrence J. Cohen 
                                             ------------------------           
                                             Lawrence J. Cohen


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


Dated:  March 16, 1999                By:    /s/  Lawrence J. Cohen       
                                             -----------------------------------
                                             Lawrence J. Cohen