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, 2002

                                       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 Pembroke HCP, LLC
     70 East 55th Street 7th Floor
     New York, New York                                        10022
------------------------------------                   ---------------------
(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:

     Title of each class        Name of each exchange on which 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>

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes    No X
                                         --    --

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was last sold, or the average bid and asked price of such common  equity,
as of the last day of the  registrant's  most recently  completed  second fiscal
quarter:

     Not  applicable.  There is no  established  market  for  units  of  limited
partnership interest in the registrant.

<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.

Recent Events

On March 3, 2003,  the deed to the  Partnership's  sole real estate  asset,  the
Sierra  Marketplace,  a community retail shopping center located in Reno, Nevada
(the  "Property"),  was released to the  Partnership's  first  mortgage  lender,
Resources  Accrued Mortgage  Investors 2 L.P. ("RAM 2"), in lieu of foreclosure,
under the terms of the mortgage loan modification  agreement (the "Mortgage Loan
Modification  Agreement")  entered  into  between  the  Partnership  and  RAM  2
effective  January 31, 2001, and, as a result,  the Partnership no longer has an
interest in the Property. Consequently, in accordance with the provisions of its
Amended and Restated Agreement of Limited  Partnership,  the Partnership intends
to  discontinue  operations  and  will  proceed  to  wind  up its  business  and
distribute its remaining assets to its partners.

Background

In 1989, the  Partnership  used all the net proceeds from its public offering of
units of limited  partnership  interest  ("Units") to acquire the Property.  The
acquisition  of the  Property  was  financed in part with the proceeds of a zero
coupon first mortgage loan in the principal  amount of $6,500,000 (the "Mortgage
Loan") from RAM 2, a public limited  partnership  sponsored by affiliates of the
former general  partners.  The Mortgage Loan bore interest at the rate of 11.22%
per annum, compounded monthly and was originally scheduled to mature on February
28, 2001.  The principal  balance,  along with deferred  interest  thereon,  was
$27,356,117 at December 31, 2002.

Until  November  1997,  Levitz  Furniture  Corporation  ("Levitz")  had occupied
approximately 23% of the space of the Property (i.e.,  approximately  53,000 out
of  approximately  233,000  square feet of net leasable area) under a lease that
extended through 2008. In November 1997, Levitz,  which had filed for protection
under Chapter 11 of the Bankruptcy Code, vacated its space. Levitz ceased paying
rent to the  Partnership  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 and the  Partnership's  ability to attract new tenants.
During 1999, in order to maximize cash flow from the Property,  the  Partnership
entered into a short-term  lease,  terminable  by the  Partnership  upon written
notice to the tenant,  for the Levitz space at an annual rent substantially less
than under the Levitz lease.

Because Pembroke HCP, LLC (the "Managing General Partner"), the managing general
partner of the  Partnership,  anticipated  that the Partnership  would be unable
either to repay or refinance the Mortgage Loan at the Mortgage  Loan's  original
maturity date of February 28, 2001 and in order to provide the Partnership  with
additional  time to attempt to  maximize  the  Property's  value,  the  Managing
General  Partner  caused  the  Partnership  to  enter  into  the  Mortgage  Loan
Modification Agreement with RAM 2 effective January 31, 2001. Under the Mortgage
Loan Modification Agreement, RAM 2 agreed to forbear, for not less than one year
and up to two years,  the exercise of its rights and remedies under the Mortgage
Loan  for the  Partnership's  failure  to  repay  all  amounts  due and  payable
thereunder at the original maturity date.  Pursuant to the terms of the Mortgage
Loan  Modification  Agreement,  the deed to the  Property,  along with a bill of
sale,  assignment  of leases and other  conveyance  documents  (the  "Conveyance
Documents")  were  placed  in  escrow  with  counsel  to RAM 2.  The  Conveyance
Documents  were  not to be  released  to RAM 2 until  the  earliest  to occur of
certain events specified in the Mortgage Loan  Modification  Agreement and March
1, 2003.  Prior to March 1, 2003,  the  Partnership  retained the right  (unless
notified by RAM 2 that RAM 2 had  entered  into a contract to sell or convey the
Property) to satisfy the Mortgage

                                      I-1
<PAGE>


Loan for an amount equal to the sum of (x) the then unpaid principal  balance of
the  Mortgage  Loan,  and all accrued  interest  thereon  and other  charges due
thereunder  and (y) 66% of the value of the  Property  in  excess of the  amount
described in clause (x) above, as additional  interest on the Mortgage Loan. The
Mortgage Loan and the Mortgage Loan Modification Agreement are described in more
detail in Item 7, "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations - Liquidity and Capital Resources."

The Partnership's search for a long-term, creditworthy substitute tenant for the
Levitz space and its ability to attract  additional  tenants at higher rents was
impeded by the strong competition for tenants (including  existing tenants whose
leases expire) among existing  shopping centers in the vicinity of the Property.
In addition,  a portion of the land  available for  development in the immediate
geographic  vicinity of the  Property  had  recently  been  developed by centers
predominantly  occupied  by  large  anchor  tenants,  which  created  additional
competition for the Property.  This competitive  factor,  together with the fact
that much of the space (including the space  previously  occupied by Levitz) had
only limited  visibility to the main  thoroughfare,  hindered the  Partnership's
entry into a new lease of the space on terms comparable to the Levitz lease. The
Partnership's  inability  to enter  into such a lease  impaired  its  efforts to
increase the cash flow  generated by the Property and resulted in a  significant
diminution in the value of the Property.

Both  prior  to and  after  the  Partnership's  entry  into  the  Mortgage  Loan
Modification  Agreement,  the  Managing  General  Partner  sought  a  long-term,
creditworthy anchor tenant for the space that was previously occupied by Levitz.
The Managing  General Partner also explored options for a sale or refinancing of
the  Property.  However,  despite  the  Managing  General  Partner's  continuing
efforts,  the  Partnership  was unable to  increase  the value of the  Property,
thereby precluding a sale or refinancing of the Mortgage Loan on terms favorable
to the Partnership.

Employees

The  Partnership  does not have any  employees.  Services were performed for the
Partnership by the Managing  General  Partner and certain other parties that may
be deemed to be affiliated with the Managing General  Partner.  Through December
31, 2000, certain property management services were performed by Pembroke Realty
Management LLC ("Pembroke Realty"); certain services were performed for Pembroke
Realty by Colliers Nevada  Management,  LLC, an unaffiliated  management company
("Colliers").   In   connection   with  its  entering  into  the  Mortgage  Loan
Modification   Agreement,   the  Partnership   retained  Kestrel  Management  LP
("Kestrel"),  an affiliate  of the then general  partner of RAM 2, to manage the
Property  commencing on January 2, 2001. Kestrel assumed all property management
services previously  performed by Pembroke Realty and Colliers,  pursuant to the
terms  of a  management  agreement.  In  January  2002,  responsibility  for the
management of the Property was assigned by Kestrel to Pelican,  LLC ("Pelican"),
an  affiliate  of the new  general  partner of RAM 2. See Item 7,  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital  Resources," 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."

Item 2.  Properties

See Item 1, "Business" above.

Item 3.  Legal Proceedings

The Partnership is not a party to any material pending legal proceedings.

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 2002.

                                       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.

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 15, 2003, there were 1,354 holders of Units,  owning an aggregate of
96,472 Units.

In May 1999,  October 1999, January 2000 and May 2000, the Partnership paid cash
distributions  of  approximately  $4,100,000,  $700,000,  $700,000 and $750,000,
respectively,  or $42.07,  $7.18  $7.18,  and $7.70 per Unit,  respectively,  to
Unitholders of record on May 11, 1999, October 20, 1999, January 1, 2000 and May
30, 2000,  respectively.  There were no distributions made to Unitholders during
2001 or 2002.

There are no material legal  restrictions on distributions in the  Partnership's
Partnership Agreement.

Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                ----------------------------------------------------------------------------------
                                     2002             2001             2000             1999             1998
                                --------------   --------------   --------------   --------------   --------------
<S>                             <C>              <C>              <C>              <C>              <C>

Revenues                        $   2,756,797    $   2,746,571    $   2,639,242    $   2,521,650    $   2,479,904
Net Loss                        $  (1,744,294)   $  (1,537,134)   $  (1,297,109)   $  (1,147,548)   $    (925,947)
Net (Loss) Per Unit (1)         $      (17.90)   $      (15.77)   $      (13.31)   $      (11.78)   $      ( 9.50)
Distributions Per Unit (1)      $      -         $      -         $       14.88    $       49.25    $       -
Long-term Obligations (2)       $  27,356,117    $  26,191,497    $  24,526,844    $  21,935,131    $  19,617,279
Total Assets                    $  15,551,616    $  16,146,414    $  16,119,572    $  16,191,090    $  19,834,203
</TABLE>

_________________

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

(2)     Consists of the  principal  amount of the Mortgage  Loan plus deferred
        interest  thereon,  due on or  before  March  1,  2003.  See  Item  7,
        "Management's  Discussion  and  Analysis of  Financial  Condition  and
        Results of Operations - Liquidity and Capital Resources."

                                      II-1

<PAGE>

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

Winding up of the Partnership's Business

On March 3, 2003,  the deed to the  Property  was  released  to RAM 2 in lieu of
foreclosure under the terms of the Mortgage Loan Modification  Agreement entered
into between the  Partnership  and RAM 2 effective  January 31, 2001,  and, as a
result, the Partnership no longer has an interest in the Property. Consequently,
in  accordance  with the  provisions  of its Amended and  Restated  Agreement of
Limited Partnership,  the Partnership intends to discontinue operations and will
proceed to wind up its  business  and  distribute  its  remaining  assets to its
partners.  Although there can be no assurance as to the timing and amount of any
distributions  with respect to the Units,  the  Partnership  anticipates  making
(after  establishing  such reserves for  contingencies  as the Managing  General
Partner considers  necessary) a liquidating  distribution of approximately $5.25
per Unit during the second quarter of 2003.

Liquidity and Capital Resources

The Partnership uses  undistributed  cash flow from  operations,  which excludes
cash and other assets held by Pelican,  as its primary measure of liquidity.  At
December 31, 2002, cash and cash equivalents amounted to approximately $794,000,
which did not include any amount  which may have been payable at such date under
the Mortgage Loan payable to RAM 2 or deferred interest thereon,  which were due
on or before March 1, 2003. A portion of such cash and cash  equivalents  may be
used to fund operating expenses of the Partnership. All expenditures during 2002
were funded from cash flow from operations.

At December 31,  2002,  the total amount  outstanding  on the Mortgage  Loan was
$27,356,117,  which included  deferred  interest of  $20,856,117.  The scheduled
maturity  date of the Mortgage Loan was  originally  February 28, 2001, at which
time the total amount outstanding on the mortgage was approximately $25,000,000.
The Mortgage Loan and the Mortgage Loan Modification  Agreement are described in
more detail below under "Mortgage Loan Modification Agreement."

Mortgage Loan Modification Agreement

Because the Managing General Partner  anticipated that the Partnership  would be
unable  either to repay or refinance  the Mortgage  Loan at the Mortgage  Loan's
original  maturity  date of  February  28,  2001  and in order  to  provide  the
Partnership with additional time to maximize the Property's  value, the Managing
General Partner negotiated and caused the Partnership to enter into the Mortgage
Loan Modification  Agreement with RAM 2 in order to effect a modification of the
Mortgage Loan and prevent the immediate foreclosure of the Mortgage Loan and the
consequent loss of the Property. The Mortgage Loan Modification Agreement became
effective on January 31, 2001.

Pursuant to the Mortgage Loan  Modification  Agreement,  RAM 2 agreed to forbear
for not less than one year and up to two years (i.e., through February 28, 2003)
in the exercise of its rights and remedies  under the Mortgage Loan triggered by
the Partnership's  failure to repay fully all amounts due and payable thereunder
at maturity.

Under the Mortgage Loan Modification  Agreement,  the Conveyance  Documents were
placed in escrow with counsel to RAM 2. The Conveyance  Documents were not to be
released to RAM 2 until the  earliest to occur of (such date  referred to herein
as the "Extended Maturity Date"):

     (i)  any date on which  any  action  taken  or  omitted  to be taken by the
          Partnership  in bad  faith,  intended  to  hinder  or  impede  RAM 2's
          exercise  of its rights or  remedies  under the terms of the  Mortgage
          Loan  Modification  Agreement,  remained uncured for more than 10 days
          after notice of same from RAM 2;

                                      II-2

<PAGE>

     (ii) any date on or after March 1, 2002,  upon the closing date of the sale
          or other  conveyance  of the  Property  (a) if RAM 2 identified a bona
          fide third  party  purchaser  to acquire  the  Property or (b) for any
          other reason deemed reasonably  necessary by RAM 2 to avoid a material
          economic disadvantage to it; and

    (iii) March 1, 2003.

The  Conveyance  Documents  were  released to RAM 2 on March 3, 2003,  and, as a
result, the Partnership no longer has an interest in the Property.

The Mortgage Loan  Modification  Agreement further provided that 100% of the net
operating  income  generated  by the  Property  allocable  to the  period  ended
February 28, 2001,  the original  maturity date of the Mortgage  Loan,  would be
retained by the Partnership.  During 2001, the Partnership  retained $451,000 of
net income allocable to the period ended February 28, 2001. From and after March
1, 2001 through the date the  Conveyance  Documents  were released to RAM 2, the
Partnership had been entitled to receive  $100,000 per annum  pro-rated  monthly
and paid  monthly to the extent cash flow  permitted  and RAM 2 was  entitled to
receive the balance of the net operating  income generated by the Property to be
applied to current interest and the outstanding  principal and deferred interest
on the Mortgage Loan. For the 12 months ended December 31, 2002, the Partnership
received approximately $91,667, and RAM 2 received approximately  $1,807,000, of
net  operating  income  generated  by the  Property,  which was  utilized to pay
interest on the Mortgage Loan.

Under the terms of the Mortgage Loan Modification  Agreement,  RAM 2 also agreed
to release the  Partnership  and its affiliates from all claims for principal or
interest due under the Mortgage Loan  effective on the date that the  Conveyance
Documents were released to RAM 2 or such other party as agreed to by RAM 2. Such
release  is  effective  provided  that the  Partnership  (i) does not become the
subject  of any  bankruptcy  proceeding  on or before  one year from the date of
release of the Conveyance  Documents and (ii) has not perpetrated any fraud upon
RAM 2. In  addition,  the  Partnership  became  entitled to a refund of expenses
previously  paid by it, to the  extent  that such  expenses  related to any time
period subsequent to February 28, 2001. During 2001, the Partnership  received a
refund of  approximately  $25,000 for expenses  previously  paid by it. From and
after  February  28,  2001,  the  Partnership  has used  its cash  flow and cash
reserves to fund the payment of Partnership fees and expenses. To the extent not
used to pay  Partnership  fees and  expenses,  these funds will be available for
distribution to the Limited Partners.  At December 31, 2002, the Partnership had
cash and cash equivalents of $794,022. The Partnership anticipates making (after
establishing  such reserves for  contingencies  as the Managing  General Partner
considers necessary) a liquidating  distribution of approximately $5.25 per Unit
during the second quarter of 2003.

Under the terms of the Mortgage  Loan,  the  Partnership  had been  obligated to
provide RAM 2 with a current appraisal of the Property upon RAM 2's request.  If
it was 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  Loan  calculated at a rate of 6.22% per annum  compounded  monthly
through  the  date of such  appraisal  (that  sum,  the  "Measurement  Amount"),
exceeded 85% of the  appraised  value of the  Property,  an amount equal to such
excess (the "Excess  Payment") would have become  immediately due and payable to
RAM 2. Any  amount so paid by the  Partnership  would  have been  applied  first
against  accrued and unpaid  interest on the Mortgage Loan, and the balance,  if
any, against the principal thereof. In accordance with the terms of the Mortgage
Loan Modification  Agreement,  RAM 2 was entitled to request an appraisal of the
Property;  however,  if such appraisal indicated that no Excess Payment was due,
RAM 2 would have no further appraisal rights.  RAM 2 requested that the Property
be  appraised  by  Greenwich  Realty  Advisors,  a real  estate  appraisal  firm
unaffiliated  with the  Partnership,  the Managing General Partner or RAM 2. The
appraisal,  which was  performed  as of March 1, 2001,  indicated  a fair market
value of $20  million  for the  Property.  As of March 1,  2001 the  Measurement
Amount was $13,684,645. Because the Measurement Amount did not exceed 85% of the
appraised  value of the Property on that date, no Excess  Payment was payable to
RAM  2.  Consequently,  under  the  terms  of  the  Mortgage  Loan  Modification
Agreement, RAM 2's appraisal right was extinguished.

                                      II-3

<PAGE>

Under the Mortgage Loan  Modification  Agreement,  the Partnership was to retain
its  interest in the Property  until and unless the  Conveyance  Documents  were
released to RAM 2 in accordance  with the terms thereof.  In addition,  prior to
March 1, 2003,  until RAM 2 notified the Partnership  that it had entered into a
contract to sell or convey the Property,  the Partnership  retained the right to
satisfy the Mortgage  Loan for an amount equal to the sum of (x) the then unpaid
principal  balance of the Mortgage  Loan, and all accrued  interest  thereon and
other charges due  thereunder and (y) 66% of the value of the Property in excess
of the amount  described  in clause (x) above,  as  additional  interest  on the
Mortgage Loan.

In  connection   with  the   Partnership's   entering  into  the  Mortgage  Loan
Modification Agreement,  Lawrence J. Cohen, the sole shareholder and director of
Pembroke  Companies  Inc.,  which  is the sole  member  and the  manager  of the
Managing General Partner,  executed an unconditional limited guaranty of payment
in the amount of the  principal  balance of the Mortgage  Loan,  all accrued and
unpaid  interest  thereon  and all other  charges due  thereunder,  that will be
effective only if Mr. Cohen or his affiliates  cause the Partnership to file for
bankruptcy or to commence a civil action seeking to hinder,  impede or delay RAM
2's exercise of any right or remedy available to it.

Until November 1997,  Levitz had occupied  approximately 23% of the space of the
Property (i.e., approximately 53,000 out of approximately 233,000 square feet of
net leasable  area) under a lease that extended  through 2008. In November 1997,
Levitz,  which had filed for protection under Chapter 11 of the Bankruptcy Code,
vacated its space.  Levitz ceased paying rent to the  Partnership 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 and the
Partnership's ability to attract new tenants.  During 1999, in order to maximize
cash flow from the Property,  the Partnership  entered into a short-term  lease,
terminable by the Partnership upon written notice to the tenant,  for the Levitz
space at an annual rent substantially less than under the Levitz lease.

The Partnership's search for a long-term, creditworthy substitute tenant for the
Levitz space and its ability to attract  additional  tenants at higher rents was
impeded by the strong competition for tenants (including  existing tenants whose
leases expire) among existing  shopping centers in the vicinity of the Property.
In addition,  a portion of the land  available for  development in the immediate
geographic  vicinity of the  Property  had  recently  been  developed by centers
predominantly  occupied  by  large  anchor  tenants,  which  created  additional
competition for the Property.  This competitive  factor,  together with the fact
that much of the space (including the space  previously  occupied by Levitz) had
only limited  visibility to the main  thoroughfare,  hindered the  Partnership's
entry into a new lease of the space on terms comparable to the Levitz lease. The
Partnership's  inability  to enter  into such a lease  impaired  its  efforts to
increase the cash flow  generated by the Property and resulted in a  significant
diminution in the value of the Property.

Both  prior  to and  after  the  Partnership's  entry  into  the  Mortgage  Loan
Modification  Agreement,  the  Managing  General  Partner  sought  a  long-term,
creditworthy anchor tenant for the space that was previously occupied by Levitz.
The Managing  General Partner also explored options for a sale or refinancing of
the  Property.  However,  despite  the  Managing  General  Partner's  continuing
efforts,  the  Partnership  was unable to  increase  the value of the  Property,
thereby precluding a sale or refinancing of the Mortgage Loan on terms favorable
to the Partnership.

Although  there  can  be no  assurance  as to  the  timing  and  amount  of  any
distributions  with respect to the Units,  the  Partnership  anticipates  making
(after  establishing  such reserves for  contingencies  as the Managing  General
Partner considers  necessary) a liquidating  distribution of approximately $5.25
per Unit during the second quarter of 2003.

Results of Operations

2002 vs. 2001

The  Partnership  realized a net loss of  $1,744,294  ($17.90 per Unit) for 2002
compared to a net loss of  $1,537,134  ($15.77 per Unit) for 2001,  an increased
loss of $207,160.  The increased loss was primarily

                                      II-4
<PAGE>

a result of increased costs and expenses described below,  partially offset by a
small increase in revenues.

Revenues  increased  from 2001 to 2002 as a result of increased  rental  income,
offset by a decrease in interest income.

Rental income increased from 2001 to 2002 due to increased tenant  reimbursement
of operating  expenses,  despite the  inclusion of a  non-recurring  retroactive
billing  adjustment  in 2002.  Interest  income  decreased  as a result of lower
prevailing  interest  rates and a  decrease  in the level of  Partnership  funds
invested.

Costs and  expenses  increased  from 2001 to 2002 due to an increase in mortgage
loan interest expense and operating expenses.

Mortgage loan interest  increased due to the compounding  effect of the deferral
of interest expense on the zero coupon mortgage.  Operating expenses reflect the
increased costs of operating and maintaining the Property.

2001 vs. 2000

The  Partnership  realized a net loss of  $1,537,134  ($15.77 per Unit) for 2001
compared to a net loss of  $1,297,109  ($13.31 per Unit) for 2000,  an increased
loss of $240,025.  The  increased  loss was primarily a result of an increase in
mortgage  loan interest  expense  coupled with an increase in  depreciation  and
amortization, partially offset by an increase in rental income.

Revenues  increased  from 2000 to 2001 due to  increases in base  rentals.  Base
rentals increased as a result of scheduled increases in existing leases.

Costs and expenses  increased  from 2000 to 2001 primarily due to an increase in
mortgage  loan  interest  expense  coupled with an increase in the  amortization
portion of depreciation and amortization.

Mortgage loan interest expense increased due to the compounding  effect from the
deferral  of  the  interest  expense  on the  Mortgage  Loan.  Depreciation  and
amortization  increased due to the  amortization  of costs  associated  with the
Mortgage Loan Modification  Agreement,  and tenant leasing commissions  incurred
during 2001.

Inflation

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

Cautionary Statement Concerning Forward-Looking Statements

This document and the documents  incorporated  by reference into this Form 10-K,
including Item 7, "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations  - Liquidity  and Capital  Resources,"  contain  both
historical and forward-looking  statements. All statements other than statements
of  historical  fact are,  or may be deemed  to be,  forward-looking  statements
within the meaning of section 27A of the  Securities Act of 1933 and section 21E
of  the   Securities   Exchange  Act  of  1934  (the  "Exchange   Act").   These
forward-looking statements are not based on historical facts, but rather reflect
the  Partnership's  current  expectations  concerning future results and events.
These  forward-looking   statements  generally  can  be  identified  by  use  of
statements  that include  phrases  such as  "believe,"  "expect,"  "anticipate,"
"intend," "plan," "foresee," "likely," "will" or other similar words or phrases.
Similarly, statements that describe the Partnership's objectives, plans or goals
are or may  be  forward-looking  statements.  These  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the  actual  results,  performance  or  achievements  of the  Partnership  to be

                                      II-5

<PAGE>

different from any future  results,  performance and  achievements  expressed or
implied by these statements.

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

The Partnership's  financial instruments consist solely of money market accounts
maintained with international financial  institutions.  All of the Partnership's
accounts  pay market  rates of  interest  and are  insured  by  federal  deposit
insurance  which   eliminates   certain  of  the  risks  associated  with  these
investments,  except to the extent that the amounts  contained  in any  accounts
exceed dollar limits imposed by federal deposit insurance.


                                      II-6

<PAGE>

Item 8.  Financial Statements and Supplementary Data

                                      INDEX

                                                                         Page
                                                                        Number
                                                                        ------


Independent Auditor's Report                                             F-1

          Financial statements:

                    Balance sheets                                       F-2

                    Statements of operations                             F-3

                    Statement of partners' deficit                       F-4

                    Statements of cash flows                             F-5

                    Notes to financial statements                        F-6

          Schedule II:

              Valuation and qualifying accounts                          F-14

          Schedule III:

              Real estate and accumulated depreciation                   F-15


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.

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,  2002  and  2001,  and  the  related
statements of operations, partners' deficit and cash flows for each of the three
years in the period  ended  December  31,  2002.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of High Cash Partners,  L.P. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the three years in the period ended  December 31, 2002 in conformity
with accounting  principles  generally accepted in the United States of America.
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.

As discussed in Note 5 to the financial  statements,  on March 3, 2003, the deed
to the  Partnership's  sole real  estate  asset,  the  Sierra  Marketplace,  was
released to the Partnership's first mortgage lender,  Resources Accrued Mortgage
Investors 2 L.P., in lieu of  foreclosure,  under the terms of the mortgage loan
modification  agreement.  As a result, the Partnership no longer has an interest
in  the  property.  Consequently,  in  accordance  with  the  provisions  of the
Partnership's  Amended  and  Restated  Agreement  of  Limited  Partnership,  the
Partnership  intends to  discontinue  operations and will proceed to wind up its
business and distribute its remaining assets to its partners.


/s/ Hays & Company LLP


March 20, 2003
New York, New York

                                      F-1

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               December 31,
                                                                   ----------------------------------
                                                                        2002                2001
<S>                                                                <C>              <C>

ASSETS
            Real estate, net                                       $  14,162,257    $     14,433,815
            Cash and cash equivalents                                    794,022           1,100,234
            Other assets                                                 281,327             441,920
            Tenant receivables, net                                      314,010             112,339
            Prepaid expenses                                                  --              58,106
                                                                   -------------    ----------------
                    Total assets                                   $  15,551,616    $    16,146,414
                                                                   =============    ================

LIABILITIES AND PARTNERS' DEFICIT


Liabilities
            Mortgage loan payable                                  $   6,500,000    $      6,500,000
            Deferred interest payable                                 20,856,117          19,691,497
            Accounts payable and accrued expenses                         39,980              57,134
            Tenants' security deposits payable                            66,648              64,618
                                                                   -------------    ----------------

                    Total liabilities                                 27,462,745          26,313,249
                                                                   -------------    ----------------

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

Partners' deficit
            Limited partners' deficit
            (96,472 units issued and outstanding)                    (11,792,016)        (10,065,165)
            General partners' deficit                                   (119,113)           (101,670)


                                                                     (11,911,129)        (10,166,835)
                                                                  --------------    ----------------
                                                                  $   15,551,616    $     16,146,414
                                                                  ==============    ================

</TABLE>

See notes to financial statements.

                                      F-2

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                                   ---------------------------------------------------------------
                                                           2002                   2001                  2000
                                                   ------------------     -----------------     ------------------
<S>                                                <C>                     <C>                   <C>

Revenues
      Rental income                                $       2,735,331      $       2,711,685     $       2,604,141
      Interest Income                                         21,466                 34,886                35,101
                                                   -----------------      -----------------     -----------------
                                                           2,756,797              2,746,571             2,639,242
                                                   -----------------      -----------------     -----------------
Cost and expenses
      Mortgage loan interest                               2,972,252              2,846,172             2,591,713
      Operating                                              595,867                503,992               488,600
      Depreciation and amortization                          457,099                430,124               366,176
      Partnership management fees                            301,475                301,475               301,475
      General and Administrative                              91,879                121,186               111,106
      Property management fees                                82,519                 80,756                77,281
                                                   -----------------      -----------------     -----------------
                                                           4,501,091              4,283,705             3,936,351
                                                   -----------------      -----------------     -----------------

Net loss                                           $     (1,744,294)      $     (1,537,134)     $     (1,297,109)
                                                   ================       ================      ================


Net loss attributable to
      Limited partners                             $     (1,726,851)      $     (1,521,763)     $     (1,284,138)
      General partners                                      (17,443)               (15,371)              (12,971)
                                                   ----------------       ----------------      ----------------
                                                   $     (1,744,294)      $     (1,537,134)     $     (1,297,109)
                                                   ================       ================      ================



      Net loss per unit of limited partnership
      interest (96,472 units outstanding)          $         (17.90)      $         (15.77)     $         (13.31)
                                                   ================       ================      ================
</TABLE>


See notes to financial statements.

                                      F-3

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                         STATEMENT OF PARTNERS' DEFICIT

              PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                                           General               Limited               Total
                                                          Partners'             Partners'            Partners'
                                                           Deficit               Deficit              Deficit
                                                       --------------       --------------        ---------------

<S>                                                    <C>                  <C>                   <C>

Balance, January 1, 2000                               $     (58,828)       $  (5,823,761)       $    (5,882,589)

Net loss - 2000                                              (12,971)          (1,284,138)            (1,297,109)

Distributions                                                (14,500)          (1,435,503)            (1,450,003)
                                                       -------------       --------------         --------------
Balance, December 31, 2000                                   (86,299)          (8,543,402)            (8,629,701)

Net loss - 2001                                              (15,371)          (1,521,763)            (1,537,134)
                                                       -------------       --------------         --------------
Balance, December 31, 2001                                  (101,670)         (10,065,165)           (10,166,835)

Net loss - 2002                                              (17,443)          (1,726,851)            (1,744,294)
                                                       -------------       --------------         --------------
Balance, December 31, 2002                             $    (119,113)      $  (11,792,016)         $ (11,911,129)
                                                       =============       ==============          =============
</TABLE>


See notes to financial statements.

                                      F-4

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                              --------------------------------------------------------------
                                                                      2002                  2001                  2000
                                                              ----------------      -----------------     ------------------
<S>                                                           <C>                   <C>                   <C>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities

       Net loss                                                      $(1,744,294)          $(1,537,134)           $(1,297,109)
       Adjustments to reconcile net loss to net cash
           (used in) provided by operating activities
             Deferred interest expense                                 1,164,620             1,664,653              2,591,713
             Depreciation and amortization                               457,099               430,124                366,176
       Changes in operating assets and liabilities
             Leasing commissions paid                                    (51,870)              (51,294)                (1,969)
             Other assets                                                 75,676              (269,171)               (21,050)
             Tenant receivables, net                                    (201,671)              (25,443)               (20,264)
             Prepaid expenses                                             58,106               (24,743)                (5,227)
             Accounts payable and accrued expenses                       (17,154)               14,604                (15,381)
             Tenants' security deposits payable                            2,030                (3,511)                  (738)
                                                                     -----------           -----------            -----------
                Net cash (used in) provided by
                        operating activities                            (257,458)              198,085              1,596,151
                                                                     -----------           -----------            -----------
 Cash flows from investing activities
       Additions to real estate                                          (48,754)              (25,719)                    --
                                                                     -----------           -----------            -----------

 Cash flows from financing activities
      Deferred financing costs paid                                           --             (175,783)                     --
      Distributions to partners                                               --                    --             (1,450,003)
                                                                     -----------           -----------            -----------
      Net cash used in financing activities                                   --             (175,783)             (1,450,003)
                                                                     -----------           -----------            -----------
Net (decrease) increase in cash and cash
    equivalents                                                         (306,212)               (3,417)               146,148

Cash and cash equivalents, beginning of year                           1,100,234             1,103,651                957,503
                                                                     -----------           -----------            -----------
Cash and cash equivalents, end of year                               $   794,022           $ 1,100,234            $ 1,103,651
                                                                     ===========           ===========            ===========
Supplemental disclosure of cash flow information:



       Interest paid                                                 $ 1,807,632           $ 1,181,519            $        --
                                                                     ===========           ===========            ===========

</TABLE>

See notes to financial statements.

                                      F-5

<PAGE>


                            HIGH CASH PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

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. As a result of the loss of its sole income producing property,
     the  Partnership  is  in  the  process  of  winding  up  its  business  and
     distributing  its remaining  assets to its partners 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.

     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

                                      F-6

<PAGE>

     The  Partnership  considers all short-term  investments  that have original
     maturities of three months or less when  purchased to be cash  equivalents.
     The Partnership's cash balances are held at various financial institutions,
     however, at times, cash balances may exceed insured limits.

     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, tenant receivables,  accounts payable and accrued expenses and
     a mortgage loan payable.  Tenant  receivables  and other assets are held by
     the mortgage lender and may be applied to satisfy unpaid mortgage interest.
     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, 2002, 2001 and 2000.

     Deferred financing costs

     Costs incurred in connection with obtaining  long-term debt are capitalized
     and amortized over the life of the debt.

     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.

     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  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and 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

                                      F-7

<PAGE>

     the assets of  Integrated,  but not the stock of RHC, were sold to Presidio
     Capital Corp.  ("Presidio").  RHC became 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.

     Resources  Accrued  Mortgage  Investors 2 L.P.  ("RAM 2"),  whose  managing
     general  partner was owned by Presidio,  made a zero coupon first  mortgage
     loan to the  Partnership  (Note 5). It is believed that the general partner
     of RAM 2 is no longer owned by Presidio.

     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.

     On June 13, 1997, RHC and AGP sold their general  partnership  interests in
     the Partnership to Pembroke HCP LLC ("Pembroke HCP") and Pembroke AGP Corp.
     ("Pembroke AGP") (collectively,  the "General Partners"),  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 6,277 Units in the secondary market.

     Following  the sale on June 13,  1997,  an  affiliate  of Pembroke  HCP was
     engaged to perform administrative services for the Partnership. During each
     of the years ended December 31, 2002, 2001 and 2000  reimbursable  expenses
     paid to the affiliate by the Partnership amounted to $48,000.

     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  was  paid  to
     unaffiliated  local  management  companies  that had been  engaged  for the
     purpose of  performing  the  property  management  functions  that were the
     subject of the supervisory  management  agreement.  No property  management
     fees were payable to Pembroke  Realty for the year ended December 31, 2002.
     For the years  ended  December  31,  2001 and  2000,  Pembroke  Realty  was
     entitled to receive $13,002 and $77,281, respectively, of which $10,033 and
     $51,961,  respectively,  was paid to the unaffiliated management companies.
     No leasing activity  compensation was paid to Pembroke Realty for the years
     ended December 31, 2002, 2001, and 2000.

     In  connection  with its  entering  into  the  Mortgage  Loan  Modification
     Agreement  with RAM 2, which  became  effective  on January 31,  2001,  the
     Partnership retained Kestrel Management LP ("Kestrel"), an affiliate of RAM
     2, to perform property management  functions commencing on January 2, 2001.
     Kestrel assumed all management  services  previously  performed by Pembroke
     Realty and the unaffiliated management company,  pursuant to the terms of a
     management agreement. As compensation for its management services,  Kestrel
     was entitled to receive a management  fee equal to 3% of the cash collected
     in  respect  of  revenues  generated  by the  Property.  For the year ended
     December 31, 2001,  Kestrel earned a management fee of $67,754.

                                      F-8

<PAGE>

     In January  2002,  responsibility  for the  management  of the Property was
     assigned  by Kestrel to  Pelican,  LLC  ("Pelican"),  an  affiliate  of the
     general  partner of RAM 2. For the year ended  December 31,  2002,  Pelican
     earned $82,519 in respect of property  management  services rendered to the
     Partnership.

     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.

     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, NET

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

<TABLE>
<CAPTION>

                                                                               December 31,
                                                            -----------------------------------------------
                                                                      2002                       2001
                                                            -------------------        --------------------
<S>                                                         <C>                        <C>

          Land                                              $         6,667,189        $         6,667,189
          Building and improvements                                  13,014,698                 12,965,945
                                                            -------------------        -------------------
                                                                     19,681,887                 19,633,134

          Less accumulated depreciation                              (5,519,630)                (5,199,319)
                                                            -------------------        -------------------

                                                            $        14,162,257        $        14,433,815
                                                            ===================        ===================

</TABLE>


          Depreciation  expense for the years ended December 31, 2002, 2001, and
          2000 was $320,311, $314,360 and $317,938, respectively.

          During 2002, each of three tenants  accounted for more than 10% of the
          Partnership's   rental   revenues.    Such   tenants   accounted   for
          approximately  19%,  18%  and  11% of  rental  revenues,  with  leases
          expiring in 2003, 2004 and 2003, respectively.

          During 2001 each of three  tenants  accounted for more than 10% of the
          Partnership's   rental   revenues.    Such   tenants   accounted   for
          approximately 18%, 19% and 10% of rental revenue, with leases expiring
          in years 2008, 2003 and 2002, respectively.

          During 2000, each of three tenants  accounted for more than 10% of the
          Partnership's   rental   revenues.    Such   tenants   accounted   for
          approximately  18%  19%,  and  14% of  rental  revenues,  with  leases
          expiring in years 2002, 2008, and 2003, respectively.

          On March 3, 2003,  the deed to the  Property  was released to RAM 2 in
          lieu of foreclosure  under the terms of the Mortgage Loan Modification
          Agreement, and, as a result, the Partnership no longer has an interest
          in the Property (Note 5).

                                      F-9

<PAGE>

5         MORTGAGE LOAN PAYABLE

          The  mortgage  loan payable (the  "Mortgage  Loan")  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,
          is  $27,356,117  at December 31, 2002,  and  aggregated  approximately
          $25,000,000 at its original  maturity date of February 28, 2001. As of
          December 31, 2002, the principal and deferred interest on the Mortgage
          Loan exceeded the estimated fair market value of the Property.

          Effective  January 31, 2001, the  Partnership  entered into a mortgage
          loan  modification  agreement  (referred  to in  this  Note  5 as  the
          "Modification  Agreement")  with RAM 2.  Pursuant  to the terms of the
          Modification Agreement,  RAM 2 agreed to forbear for not less than one
          year and up to two years,  in the  exercise of its rights and remedies
          under the  Mortgage  Loan  triggered by the  Partnership's  failure to
          repay fully all amounts due and payable thereunder at maturity.  Under
          the  Modification  Agreement,  the deed to the Property,  along with a
          bill of sale, assignment of leases and other conveyance documents (the
          "Conveyance  Documents")  were placed in escrow with counsel to RAM 2.
          The  Conveyance  Documents  were not to be released to RAM 2 until the
          earliest to occur of (the "Extended Maturity Date"):

          I.   Any date on which any action  taken or omitted to be taken by the
               Partnership  in bad faith,  intended  to hinder or impede RAM 2's
               exercise  of its  rights  or  remedies  under  the  terms  of the
               Modification  Agreement,  remained  uncured for more than 10 days
               after notice of same from RAM 2;

          II.  Any date on or after March 1, 2002,  upon the closing date of the
               sale or other  conveyance of the Property (a) if RAM 2 identified
               a bona fide third party purchaser to acquire the Property, or (b)
               for any other  reason  deemed  reasonably  necessary  by RAM 2 to
               avoid a material economic disadvantage to it; and

          III. March 1, 2003.

          The Conveyance Documents were released to RAM 2 on March 3, 2003, and,
          as a  result,  the  Partnership  no  longer  has  an  interest  in the
          Property.

          The  Modification  Agreement  further provided that from March 1, 2001
          through the date that the Conveyance Documents were released to RAM 2,
          the  Partnership  would be  entitled  to  retain  $100,000  per  annum
          pro-rated  monthly  and RAM 2 would be entitled to receive the balance
          of the net  operating  income  generated by the Property to be applied
          against  the  outstanding  principal  and  deferred  interest  on  the
          Mortgage  Loan.  For the twelve  months ended  December 31, 2002,  the
          Partnership  retained   approximately  $91,667,  and  RAM  2  received
          approximately  $1,807,000,  of net operating  income  generated by the
          Property, which was applied to interest on the Mortgage Loan.

          Under the terms of the Modification Agreement,  the Partnership was to
          retain its  interest in the Property  until and unless the  Conveyance
          Documents were released to RAM 2 in accordance with the terms thereof.
          Prior to March 1, 2003,  until RAM 2 notified the Partnership  that it
          had  entered  into a  contract  to sell or convey  the  Property,  the
          Partnership  retained  the right to satisfy the  Mortgage  Loan for an
          amount  equal to the sum of (x) the then unpaid  principal  balance of
          the Mortgage Loan, and all accrued  interest thereon and other charges
          due  thereunder  and (y) 66% of the value of the Property in excess of
          the amount  described in clause (x) above,  as additional  interest on
          the Mortgage Loan.

                                      F-10

<PAGE>

          Under  the  terms  of the  Mortgage  Loan,  the  Partnership  had been
          obligated  to provide RAM 2 with a current  appraisal  of the Property
          upon RAM 2's request.  If it was 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 Loan
          calculated at a rate of 6.22% per annum compounded monthly through the
          date of such  appraisal,  exceeded 85% of the  appraised  value of the
          Property,  an amount equal to such excess (the "Excess Payment") would
          become  immediately  due and payable to RAM 2. In accordance  with the
          terms of the Modification Agreement,  RAM 2 was entitled to request an
          appraisal of the Property;  however,  if such appraisal indicated that
          no Excess  Payment  was due,  RAM 2 would  have no  further  appraisal
          rights.  RAM 2 requested  that the  Property be appraised by Greenwich
          Realty Advisors,  a real estate appraisal firm  unaffiliated  with the
          Partnership,  the Managing  General  Partner or RAM 2. The  appraisal,
          which was performed on March 1, 2001, indicated that an Excess Payment
          was not due or payable to RAM 2 at that date. Consequently,  under the
          terms of the  Modification  Agreement,  RAM 2's  appraisal  right  was
          extinguished.

6         DISTRIBUTIONS

          In January 2000 and May 2000, the Partnership paid cash  distributions
          of approximately  $700,000 and $750,000,  respectively,  or $7.18, and
          $7.70 per Unit,  respectively,  to Unitholders of record on January 1,
          2000 and May 30, 2000, respectively.  There were no distributions made
          to Unitholders during 2001 or 2002. The Partnership anticipates making
          a liquidating  distribution of approximately $5.25 per Unit during the
          second quarter of 2003.

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 accounting  principles generally accepted in the United States of
          America. A reconciliation of net loss per financial  statements to the
          tax basis of accounting is as follows:


                                      F-11

<PAGE>

<TABLE>
<CAPTION>

                                                                         Year ended December 31,
                                                      --------------------------------------------------------
                                                             2002                2001                  2000
                                                      ---------------     ----------------     ---------------
<S>                                                   <C>                 <C>                  <C>
        Net loss per financial statements             $    (1,744,294)    $     (1,537,134)    $    (1,297,109)

        Tax depreciation and amortization in excess
        of financial statement depreciation and
        amortization                                         (226,495)            (145,007)           (207,849)
                                                      ---------------     ----------------     ---------------
        Net loss per tax basis                        $    (1,970,789)    $     (1,682,141)    $    (1,504,958)
                                                      ===============     ================     ===============


</TABLE>


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

<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                        -----------------------------------------
                                                                              2002                     2001
                                                                        ---------------           ---------------
<S>                                                                     <C>                       <C>

                  Net assets per financial statements                   $   (11,911,129)          $   (10,166,835)

                  Cumulative tax depreciation and
                  amortization in excess of financial
                  statement depreciation                                     (1,785,448)               (1,558,953)

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

                  Syndication costs                                           2,712,993                 2,712,993
                                                                        ---------------           ---------------
                  Net assets per tax basis                              $    (4,508,084)          $    (2,537,295)
                                                                        ===============           ===============
</TABLE>

8         TENANT DEFAULTS

          Until November 1997,  Levitz  Department Store ("Levitz") had occupied
          approximately  23% of the space at the Property.  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 Partnership pursued
          a claim in the Levitz bankruptcy proceedings and was awarded a general
          unsecured claim and an  administrative  expense claim in 2001.  During
          the quarter ended June 30, 2002, the Partnership received 4,127 shares
          of Levitz  common stock in  satisfaction  of its  unsecured  claim and
          $15,000 in  satisfaction of its  administrative  expense claim. As all
          amounts due from Levitz had been  previously  written off, the $15,000
          was recorded as Revenues  during the quarter ended June 30, 2002.  The
          4,127 shares of Levitz common stock have no value.

          During 1999, the Partnership  entered into a short-term  lease for the
          space formerly occupied by Levitz with an existing tenant at an annual
          rent  substantially  less than under the Levitz lease;  this lease was
          terminable by the Partnership upon written notice to the tenant.

                                      F-12

<PAGE>

          In 1999,  Good Guys vacated its premises and ceased  paying rent under
          the lease as of  December  1, 2000.  In April  2001,  the  Partnership
          agreed to consent to Good Guys' sublet of its premises;  in connection
          with this agreement Good Guys paid all of its past due rent.



                                      F-13

<PAGE>

                            HIGH CASH PARTNERS, L.P.

                 Schedule II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                                      ADDITIONS
                                                          -----------------------------------
                                      BALANCE AT                                                                BALANCE AT
                                  BEGINNING OF PERIOD     CHARGED TO COSTS   CHARGED TO OTHER                     END OF
        DESCRIPTION                        (A)               AND EXPENSES         ACCOUNTS        DEDUCTIONS      PERIOD
--------------------------------  -------------------     ----------------   ----------------     ----------   -----------
<S>                                  <C>                   <C>                  <C>                <C>          <C>

Year ended December 31, 2002
        Reno, Nevada
    Sierra Marketplace               $  6,475,500          $            -       $           -     $       -     $6,475,500
                                     ============          ==============       =============     =========    ===========
Year ended December 31, 2001
        Reno, Nevada
    Sierra Marketplace               $  6,475,500          $            -       $           -     $       -     $6,475,500
                                     ============          ==============       =============     =========    ===========
Year ended December 31, 2000
        Reno, Nevada
    Sierra Marketplace               $  6,475,500          $            -       $           -     $       -     $6,475,500
                                     ============          ==============       =============     =========    ===========

</TABLE>

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



See notes to financial statements.

                                      F-14

<PAGE>

                            HIGH CASH PARTNERS, L.P.

            Schedule III - REAL ESTATE AND ACCUMMULATED DEPRECIATION
<TABLE>
<CAPTION>
                                  Initial Cost (1)      Costs Capitalized    Gross Amount at Which Carried At
                               ----------------------  -------------------  -----------------------------------
                                          Building                                     Building                    Accumu-
                                          and                                          and                         lated
                    Encum-                Improve-     Improve-   Carrying             Improve-                    Deprecia-
   Description      brances      Land     ments        ments      Cost       Land      ments         Total         tion
---------------   ----------   ---------  -----------  ---------  --------  ---------  --------      -----------   ----------

<S>               <C>         <C>         <C>          <C>        <C>        <C>        <C>          <C>           <C>

Sierra
Marketplace
Retail Shopping
Center

Reno, Nevada     $27,356,117  $6,868,859  $16,494,467  $ 719,589  $    -   $6,667,189  $13,014,698   $19,681,887   $ 5,519,630
                 -----------  ----------  -----------  ---------  -------  ----------  -----------   -----------   -----------

</TABLE>

                                                         Life on which
                                                        Depreciation in
                                                         Latest Income
                     Date of             Date             Statement is
                   Construction        Acquired           Computed
                   ------------       -----------       ---------------

Sierra
Marketplace
Retail Shopping                                         Straight-line
Center               10/88              2/89            method 40 years
                   ---------          ----------        ---------------


<TABLE>
<CAPTION>
                                                             Year ended December 31,
                                           -------------------------------------------------------
                                                  2000                2001               2002
                                           ---------------     ---------------     ---------------
<S>                                        <C>                 <C>                 <C>

(A) RECONCILATION OF REAL ESTATE OWNED

Balance at beginning of year               $    19,607,415     $    19,607,415     $    19,633,134

Subtractions during year
  Write-down for impairment                              -                   -                   -
                                           ---------------     ---------------     ---------------
                                                19,607,415          19,607,415          19,633,134
Additions during
  year improvements                                      -              25,719              48,753
                                           ---------------     ---------------     ---------------
Balance at end of year                     $    19,607,415     $    19,633,134     $    19,681,887
                                           ---------------     ---------------     ---------------

</TABLE>

                                      F-15
<PAGE>


                            HIGH CASH PARTNERS, L.P.

      Schedule III - REAL ESTATE AND ACCUMMULATED DEPRECIATION (CONTINUED)

<TABLE>
<CAPTION>
(B) RECONCILIATION OF ACCUMULATED                            Year ended December 31,
DEPRECIATION                                ------------------------------------------------------
                                                  2000                2001                2002
                                            --------------     ---------------     ---------------
<S>                                         <C>                <C>                 <C>

Balance at beginning of year               $     4,567,021     $     4,884,959     $     5,199,319

Additions during the year
  Depreciation                                     317,938             314,360             320,311
                                           ---------------     ---------------     ---------------
Balance at end of year                     $     4,884,959     $     5,199,319     $     5,519,630
                                           ===============     ===============     ===============
</TABLE>


(1)  The aggregate  cost for income tax purposes is  $26,157,387 at December 31,
     2002.

See notes to financial statements.


                                      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 the Exchange Act, none
of the Managing General Partner, the sole member or the officers of the Managing
General Partner or the beneficial owners of more than 10% of the Units failed to
file on a timely  basis  reports  required by Section  16(a) of the Exchange Act
during 2002 or prior years,  except for the failure by Pembroke  Capital II, LLC
("PC")  to  file  reports  on  Forms  4 and 5 in  respect  of  approximately  12
transactions in 1997, 1998, 1999, 2000 and 2001 resulting in PC's acquisition of
an aggregate of 6,277 Units.

Lawrence J. Cohen,  age 47, is, and for more than eight 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."

Item 12. Security Ownership of Certain Beneficial Owners and Management

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. The Partnership believes PC and ERF beneficially own 14,638 Units and
8,998  Units,  respectively,  which are 15.2%  and  9.3%,  respectively,  of the
outstanding Units. Mr. Cohen is the sole member of PC, and, therefore, he may be
deemed to be the beneficial owner of PC's 14,638 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 2002,  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)


(1)  Represents a  partnership  management  fee earned by the  Managing  General
     Partner.  Under the Partnership's  Partnership  Agreement,  .99% of the net
     income,  net loss and distributions of the Partnership are allocated to the
     Managing General Partner.  For 2002,  $19,923 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, net
     loss and distributions are allocated to the Associate General Partner.  For
     2002,  $202 of the  Partnership's  tax loss was  allocated to the Associate
     General Partner.

Item 14. Controls and Procedures

Within 90 days prior to the date of this report,  the Managing  General  Partner
carried out an evaluation,  under the supervision and with the  participation of
Lawrence J. Cohen,  the President,  chief executive  officer and chief financial
officer of the Managing General Partner's sole member,  Pembroke Companies Inc.,
of the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures.  Based on that evaluation, Mr. Cohen concluded that the
Partnership's  disclosure  controls  and  procedures  are  effective  in  timely
alerting him to material information required to be disclosed by the Partnership
in reports that it files or submits under the Securities Exchange Act of 1934.

There have been no significant changes in the Partnership's internal controls or
in other factors that could  significantly  affect those controls  subsequent to
the date of their last evaluation.


                                     III-2

<PAGE>

PART IV

Item 15. 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. 1 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-11.

               (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 10.(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 10B 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 "1989 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 10K for the year ended December
                    31, 1991.

               (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.

               (l)  Management   Agreement  dated  September  22,  1999  between
                    Pembroke  Supervisory  Management,  LLC and Colliers  Nevada
                    Management,  LLC,  incorporated by reference to Exhibit 10.1
                    to Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended September 30, 1999.

               (m)  Exclusive  Leasing Listing Agreement dated September 9, 1999
                    between Pembroke  Supervisory  Management,  LLC and Colliers
                    Nevada Management, LLC, incorporated by reference to Exhibit
                    10.2 to Registrant's  Quarterly  Report on Form 10-Q for the
                    fiscal quarter ended September 30, 1999.

               (n)  Mortgage Loan Modification Agreement dated December 21, 2000
                    between  Registrant and Resources Accrued Mortgage Investors
                    2  L.P.,  incorporated  by  reference  to  Exhibit  10.1  to
                    Registrant's  Current  Report on Form 8-K dated  February 8,
                    2001.

99            (a)  Certification   Pursuant   to   Section   906  of  the
                   Sarbanes-Oxley Act of 2002 (attached).

(b)                Reports on Form 8-K filed during the fourth  quarter of  2002
                   and through the date of this Form 10-K filing:

              (a)  March 3, 2003 - Items 2 and 7,  disclosing the release of the
                   Registrant's deed to Sierra  Marketplace to Resources Accrued
                   Mortgage  Investors 2 L.P. ("RAM 2"), in lieu of foreclosure,
                   under the terms of the Mortgage Loan  Modification  Agreement
                   dated December 21, 2000 between Registrant and RAM 2.


                                      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


                                              By:      Pembroke Companies, Inc.
                                                       Managing Member


Dated:  March  28, 2003                       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 28, 2003                               /s/  Lawrence J. Cohen
                                                     ----------------------
                                                     Lawrence J. Cohen


                                  CERTIFICATION

I, Lawrence J. Cohen, certify that:

1.   I have  reviewed  this  annual  report on Form 10-K of High Cash  Partners,
L.P.;

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

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

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

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;
<PAGE>

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:   March 28, 2003      By: /s/ Lawrence J. Cohen
                                -------------------------
                                Lawrence  J.  Cohen,
                                President,  chief  executive  officer  and chief
                                financial  officer of  Pembroke Companies, Inc.,
                                the sole member of Pembroke HCP, LLC, the
                                managing general partner of High Cash Partners,
                                L.P.