FORM 10-QSB--QUARTERLY OR TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 2001


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


             For the transition period from _________to _________

                         Commission file number 0-14528


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



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

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

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

                        CENTURY PENSION INCOME FUND XXIII

           CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                (in thousands)

                               September 30, 2001


Assets
  Cash and cash equivalents                                         $ 350
  Receivables and deposits, net of allowance for
   uncollectible amounts of $304                                      370
  Debt trustee escrow                                               2,148
  Investment properties                                             5,679
                                                                    8,547
Liabilities
  Accounts payable                                                     11
  Tenant security deposit liabilities                                  24
  Accrued property taxes                                              102
  Other liabilities                                                   340
  Non-recourse promissory notes:
   Principal                                                       13,983
   Interest payable                                                16,997
  Estimated costs during the period of liquidation                    429
                                                                   31,886

Net liabilities in liquidation                                   $(23,339)


         See Accompanying Notes to Consolidated Financial Statements


<PAGE>




b)

                        CENTURY PENSION INCOME FUND XXIII

            STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                (in thousands)
                      Nine Months Ended September 30, 2001




     Net liabilities in liquidation at beginning of period             $(23,748)

     Changes in net liabilities in liquidation attributed to:
        Decrease in cash and cash equivalents                              (820)
        Decrease in receivables and deposits                               (525)
        Increase in debt trustee escrow                                   1,428
        Increase in investment in properties                                337
        Decrease in accounts payable                                         58
        Increase in tenant security deposits                                 (1)
        Increase in accrued property taxes                                  (52)
        Decrease in other liabilities                                       671
        Increase in non-recourse promissory notes - interest
           payable                                                       (1,213)
        Decrease in minority interest in consolidated joint
           venture                                                          168
        Decrease in estimated costs during the period of
           liquidation                                                      358

     Net liabilities in liquidation at end of period                   $(23,339)


         See Accompanying Notes to Consolidated Financial Statements


<PAGE>
c)

                        CENTURY PENSION INCOME FUND XXIII

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

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

The Partnership's Nonrecourse Promissory Notes are secured by a deed of trust on
all  properties  owned in fee by the  Partnership.  The Notes were issued in two
series.  The "1985 Series Notes",  in the amount of $33,454,000 bear interest at
12% per annum,  and the "1986 Series Notes",  in the amount of $8,485,000,  bear
interest at 10% per annum,  except that portions of the interest were  deferred,
provided  the  Partnership  made minimum  interest  payments of 5% on the unpaid
principal balance.  The Nonrecourse  Promissory Notes had a balance of principal
and deferred  interest of  approximately  $80,000,000  at their maturity date of
February  15,  1999.  The  Partnership  was  unable to satisfy  the  Nonrecourse
Promissory Notes at maturity and as a result,  the Partnership was in default on
the Nonrecourse  Promissory Notes. Fox Capital Management Corporation ("FCMC" or
the  "Managing  General  Partner")  contacted  the  indenture  trustee  for  the
Nonrecourse  Promissory  Notes regarding this default.  In connection with these
conversations,  on July 30,  1999 the  Partnership  entered  into a  forbearance
agreement  with the indenture  trustee  pursuant to which the indenture  trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the  Partnership  agreed to (a) deliver to the indenture  trustee
for  the  benefit  of  the  noteholders  all  of  the  accumulated  cash  of the
Partnership,  less certain  reserves and  anticipated  operating  expenses,  (b)
market all of its  properties  for sale,  (c) deliver all net cash proceeds from
any sales to the indenture  trustee until the notes are fully  satisfied and (d)
comply with the reporting requirements under the indenture. At the expiration of
the  forbearance  period,  the Partnership had not sold all of its properties or
satisfied the Nonrecourse  Promissory  Notes.  With the consent of the indenture
trustee,  the forbearance  period has been extended to December 15, 2001. During
1999 and 2000, the  Partnership  sold all but two of its investment  properties.
Commerce  Plaza is actively  being  marketed for sale and Highland  Park III was
sold  subsequent to September 30, 2001 (see "Note D").  Based on current  market
conditions,  it is unlikely that the sale of the Partnership's  remaining assets
will generate sufficient proceeds to pay off the Nonrecourse Promissory Notes in
full.  As of  September  30,  2001,  the total  amounts  due on the  Nonrecourse
Promissory Notes are  approximately  $13,983,000 in principal and  approximately
$16,997,000 in interest.  If the Partnership  cannot sell its remaining property
for sufficient value, in accordance with the terms of the forbearance agreement,
it is likely that the Partnership  will lose the property through delivery to an
auctioneer.  Upon the sale or disposal of the last property,  the Partnership is
expected to terminate.

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

Included in liabilities in the statement of net liabilities in liquidation as of
September 30, 2001 is approximately  $429,000 of costs, net of income,  that the
Managing  General  Partner  estimates  will be  incurred  during  the  period of
liquidation  based  on the  assumption  that  the  liquidation  process  will be
completed by December 31, 2001. Because the success in realization of assets and
the settlement of liabilities  is based on the Managing  General  Partner's best
estimates,  the  liquidation  period may be shorter than  projected or it may be
extended beyond the projected period.

Principles of Consolidation

The  consolidated  financial  statements  include  all  of the  accounts  of the
Partnership  and the joint ventures in which the  Partnership  has a controlling
interest.  An affiliated  partnership owned the minority interest in these joint
ventures.  All  significant  inter-entity  transactions  and balances  have been
eliminated. The Managing General Partner is an affiliate of Apartment Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the  Partnership.  The following  transactions  with the
Managing  General  Partner and  affiliates  were incurred  during the nine month
periods ended September 30, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees                                         $ --      $ 65
 Reimbursement for services of affiliates                          116        35

During the nine months  ended  September  30, 2000,  affiliates  of the Managing
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Partnership's  residential  property  as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$65,000 for the nine months ended September 30, 2000. The  residential  property
was  sold  in May  2000.  For the  Partnership's  commercial  properties,  these
services were provided by an unrelated party for the nine months ended September
30, 2001 and 2000.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $116,000 and
$35,000 for the nine months ended September 30, 2001 and 2000, respectively.

There were no distributions  during the nine months ended September 30, 2001 and
2000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO  owned  72  limited  partnership  units  in the  Partnership
representing approximately 0.08% of the outstanding units at September 30, 2001.
Affiliates  of the  Managing  General  Partner  also owned 5,410  (8.09%) of the
Partnership's  1985  Nonrecourse  Promissory  Notes  and  1,585  (9.34%)  of the
Partnership's 1986 Nonrecourse Promissory Notes at September 30, 2001.

Note C - Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

Note D - Subsequent Event

On October 23, 2001, the  Partnership  sold Highland Park III to an unaffiliated
third party for net sales proceeds of approximately $3,329,000 after the payment
of  closing  costs.  The  Partnership's  net  sales  proceeds  were  paid to the
indenture trustee to be applied to the amounts due the noteholders.

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's remaining investment properties consist of two business parks.
The  following  table  sets  forth  the  average   occupancy  for  each  of  the
Partnership's investment properties for the nine months ended September 30, 2001
and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Commerce Plaza                                 70%        73%
         Tampa, Florida
      Highland Park III                              84%        92%
         Charlotte, North Carolina

The Managing  General  Partner  attributes the decrease in occupancy at Commerce
Plaza to a major tenant  vacating the property  during the first quarter of 2000
which resulted in other tenants vacating the property when their leases expired.
The  Managing  General  Partner  is  actively  marketing  the  remaining  space.
Occupancy at Highland Park III decreased due to an additional  4,697 square feet
of space vacated which has not been leased.

On October 23, 2001, the  Partnership  sold Highland Park III to an unaffiliated
third party for net sales proceeds of approximately $3,329,000 after the payment
of  closing  costs.  The  Partnership's  net  sales  proceeds  were  paid to the
indenture  trustee to be applied to the  amounts due the  noteholders.  Commerce
Plaza is being actively marketed for sale.

As of December  31,  1999,  the  Partnership  adopted the  liquidation  basis of
accounting  due  to  the  imminent  loss  of  its  investment  properties.   The
Nonrecourse Promissory Notes had a balance of principal and deferred interest of
approximately  $80,000,000  at their  maturity  date of February 15,  1999.  The
Partnership was unable to satisfy the Nonrecourse  Promissory  Notes at maturity
and as a result,  the Partnership  was in default on the Nonrecourse  Promissory
Notes.  The Managing  General  Partner  contacted the indenture  trustee for the
Nonrecourse  Promissory  Notes regarding this default.  In connection with these
conversations,  on July 30, 1999,  the  Partnership  entered into a  forbearance
agreement  with the indenture  trustee  pursuant to which the indenture  trustee
agreed not to exercise its rights and remedies under the indenture for up to 390
days. In turn, the  Partnership  agreed to (a) deliver to the indenture  trustee
for  the  benefit  of  the  noteholders  all  of  the  accumulated  cash  of the
Partnership,  less certain  reserves and  anticipated  operating  expenses,  (b)
market all of its  properties  for sale,  (c) deliver all net cash proceeds from
any sales to the indenture  trustee until the notes are fully  satisfied and (d)
comply with the reporting requirements under the indenture. At the expiration of
the  forbearance  period,  the Partnership had not sold all of its properties or
satisfied  the  Nonrecourse  Promissory  Notes.  With  consent of the  indenture
trustee,  the forbearance  period has been extended to December 15, 2001. During
1999 and 2000, the  Partnership  sold all but two of its investment  properties.
Commerce  Plaza is actively  being  marketed for sale and Highland  Park III was
sold subsequent to September 30, 2001. Based on current market conditions, it is
unlikely  that the  sale of the  Partnership's  remaining  asset  will  generate
sufficient proceeds to pay off the Nonrecourse  Promissory Notes in full. If the
Partnership  cannot  sell  its  remaining  property  for  sufficient  value,  in
accordance  with the terms of the forbearance  agreement,  it is likely that the
Partnership will lose the property  through delivery to an auctioneer.  Upon the
sale or disposal of the last property, the Partnership is expected to terminate.

The  statement  of net  liabilities  in  liquidation  as of  September  30, 2001
includes  approximately  $169,000  of costs,  net of income,  that the  Managing
General  Partner  estimates will be incurred  during the period of  liquidation,
based on the  assumption  that the  liquidation  process  will be  completed  by
December  31,  2001.  Because  the  success  in  realization  of assets  and the
settlement  of  liabilities  is based on the  Managing  General  Partner's  best
estimates,  the  liquidation  period  may be  shorter  or  extended  beyond  the
projected period.

In light of the maturity of the Notes, no distributions were made to the limited
partners for the nine month periods ended September 30, 2001 and 2000.

The following is a general  description of the tax consequences  that may result
to a limited partner upon the sale of the  Partnership's  remaining  properties.
Each limited partner should consult with his or her own tax advisor to determine
his or her particular tax  consequences.  The taxable gain and income  resulting
from the sale of the  Partnership's  properties will pass through to the limited
partners, and will likely result in income tax liability to the limited partners
without any distribution of cash from the Partnership.

Capital  improvements  planned  for  each of the  Partnership's  properties  are
detailed below. Additional capital expenditures will be incurred only if cash is
available from operations.

Commerce Plaza:

During the nine  months  ended  September  30,  2001,  the  Partnership  did not
complete any capital  improvements  at Commerce  Plaza.  The Partnership has not
budgeted  capital  improvements  for 2001  since  it  anticipates  selling  this
property in 2001.

Highland Park III:

During  the  nine  months  ended  September  30,  2001,  the  Partnership  spent
approximately  $7,000 in capital  improvements  at Highland Park Commerce Center
consisting of tenant improvements. These improvements were funded from operating
cash flow. Highland Park III was sold on October 23, 2001 to an unrelated party.

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO  owned  72  limited  partnership  units  in the  Partnership
representing approximately 0.08% of the outstanding units at September 30, 2001.
Affiliates  of the  Managing  General  Partner  also owned 5,410  (8.09%) of the
Partnership's  1985  Nonrecourse  Promissory  Notes  and  1,585  (9.34%)  of the
Partnership's 1986 Nonrecourse Promissory Notes at September 30, 2001.

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

ITEM 2.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 10.20, Purchase and Sale Contract dated April 26, 2001
                  between,  Century  Properties  Fund XX, a  California  limited
                  partnership   and  Century   Pension   Income  Fund  XXIII,  a
                  California   limited   partnership,   as  sellers,   and  High
                  Investors, Ltd., as purchaser.

                  Exhibit  10.21,  Amendment to Purchase and Sale Contract dated
                  September  24, 2001  between,  Century  Properties  Fund XX, a
                  California limited partnership and Century Pension Income Fund
                  XXIII, a California limited partnership,  as sellers, and High
                  Investors, Ltd., as purchaser.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2001.




<PAGE>


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    CENTURY PENSION INCOME FUND XXIII


                                    By:   FOX PARTNERS V
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its Managing General Partner


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


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


                                    Date:


<PAGE>

                           PURCHASE AND SALE CONTRACT

                                     BETWEEN


                           CENTURY PROPERTIES FUND XX,

                        a California limited partnership

                                       AND

                       CENTURY PENSION INCOME FUND XXIII,

                        a California limited partnership

                             Collectively, AS SELLER






                                       AND



                              HIGH INVESTORS, LTD.,

                           a Pennsylvania corporation




                                  AS PURCHASER


<PAGE>



                           PURCHASE AND SALE CONTRACT


      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the  twenty-sixth  day of April,  2001 (the "Effective  Date") by and between
CENTURY PROPERTIES FUND XX, a California limited partnership ("Century XX"), and
CENTURY PENSION INCOME FUND XXIII, a California  limited  partnership  ("Century
XXIII"), having a principal address at Tower Two, 2000 South Colorado Boulevard,
Suite  2-1000,  Denver,  Colorado  80222  (collectively,  the "Seller") and HIGH
INVESTORS, LTD., a Pennsylvania corporation,  having a principal address at 1853
William Penn Way, Lancaster, Pennsylvania 17605-0008 (the "Purchaser").


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

                                    RECITALS

      R-1.  CENTURY  XX  holds  legal  title  to  the  real  estate  located  in
Mecklenburg County,  North Carolina,  as more particularly  described in Exhibit
A-1 attached  hereto and made a part hereof  ("Highland I & II").  CENTURY XXIII
holds  legal  title to the real  estate  located in  Mecklenburg  County,  North
Carolina, as more particularly described in Exhibit A-2 attached hereto and made
a part  hereof  ("Highland  III").  Improvements  have been  constructed  on the
parcels described in this Recital.

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

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

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

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

1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the State of North  Carolina.

1.1.2  "Closing"  means the  consummation  of the  purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.

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

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

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

1.1.6 Intentionally Omitted.

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

1.1.8 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is".

1.1.9 "Land" means all of those  certain  tracts of land located in the State of
North  Carolina  described  on Exhibits  A-1 and A-2  attached  hereto,  and all
rights, privileges and appurtenances pertaining thereto.

1.1.10  "Miscellaneous  Property  Assets"  means all  contract  rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller, excluding, however, (i) receivables (other than rent receivables,  which
are subject to proration),  (ii) Property  Contracts,  (iii) Commercial  Leases,
(iv) Permits,  (v) cash or other funds,  whether in petty cash or house "banks,"
or on deposit in bank accounts or in transit for deposit, (vi) refunds,  rebates
or other claims, or any interest thereon,  for periods or events occurring prior
to the Closing Date, (vii) utility and similar deposits,  or (viii) insurance or
other prepaid items or (ix) Seller's  proprietary  books and records,  except to
the extent that Seller  receives a credit on the closing  statement for any such
item.  The term  "Miscellaneous  Property  Assets"  shall also include  Seller's
rights, if any, in and to the name "HIGHLAND PARK COMMERCE CENTER."

1.1.11
"Permits"  means all licenses and permits  granted by  governmental  authorities
having  jurisdiction  over the  Property  in  respect of the matter to which the
applicable license or permit applies and owned by Seller and used in or relating
to the ownership, occupancy or operation of the Property or any part thereof not
subject  to a  Commercial  Lease.

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

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

1.1.14 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction or repair and/or  operation of the Property and which
are not cancelable on 90 days' or shorter Notice, except Commercial Leases.

1.1.15 "Purchase  Contract" means this Purchase and Sale Contract by and between
Seller and Purchaser.

1.1.16 "Purchase Price" means the total consideration to be paid by Purchaser to
Seller for the purchase of the Property.

1.1.17 "Survey" shall have the meaning ascribed thereto in Section 6.11.

1.1.18 "Tenant" means any person or entity entitled to occupy any portion of the
Property under a Commercial Lease.

1.1.19 "Title Commitment" or "Title Commitments" shall have the meaning ascribed
thereto in Section 6.1.

1.1.20 "Title Insurer" shall have the meaning set forth in Section 6.1.

                                   ARTICLE 2

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

                                   ARTICLE 3
                            PURCHASE PRICE & DEPOSIT

3.1 The total purchase price  ("Purchase  Price") for the Property shall be Nine
Million Four Hundred Fifty  Thousand and no/100 Dollars  ($9,450,000.00)  (which
consists of $5,831,000.00  for Highland I and II and  $3,619,000.00 for Highland
III),  which shall be paid by Purchaser,  as follows:

3.1.1 On the date hereof,
Purchaser  shall deliver to First  American  Title  Insurance  Company  ("Escrow
Agent"  or the  "Title  Insurer")  a  deposit  in the sum of One  Hundred  Fifty
Thousand and No/100 Dollars ($150,000.00),  in cash, (such sum being hereinafter
referred to and held as the "Deposit"). Purchaser shall also deliver a quitclaim
deed to the Escrow Agent in the form  attached as Exhibit  3.1.1.  Purchaser and
Seller each approve the form of Escrow Agreement attached as Exhibit B.

3.1.2  If  Purchaser   exercises   Purchaser's   Closing  Extension  Option  (as
hereinafter  defined) to extend the Closing,  Purchaser  shall deliver to Escrow
Agent the  additional  sum of One  Hundred  Fifty  Thousand  and No/100  Dollars
($150,000.00),  in cash (such additional sum being  hereinafter  referred to and
held as the "Closing  Extension  Option  Deposit.")

3.1.3 The Escrow Agent shall
hold the Deposit and the Closing  Extension  Option  Deposit (to the extent then
paid) and make delivery of the Deposit and the Closing  Extension Option Deposit
to the party entitled thereto under the terms hereof.  Escrow Agent shall invest
the Deposit in such short-term, FDIC-insured, interest-bearing bank accounts, or
bank certificates of deposit as Escrow Agent, in its discretion, deems suitable,
(provided  that Escrow Agent shall invest the Deposit and the Closing  Extension
Option  Deposit as jointly  directed by Seller and  Purchaser  should Seller and
Purchaser each in their respective sole discretion determine to issue such joint
investment instructions to the Escrow Agent) and all interest and income thereon
shall become part of the Deposit and the Closing  Extension  Option  Deposit and
shall be remitted to the party entitled to the Deposit and the Closing Extension
Option Deposit,  as set forth below.

3.1.4 If the sale of the Property is closed
by the date fixed  therefor (or any  extension  date  provided for by the mutual
written  consent of the parties  hereto,  given or withheld in their  respective
sole  discretion),  monies held as the Deposit and the Closing  Extension Option
Deposit  (to the extent  paid)  shall be applied  to the  Purchase  Price on the
Closing  Date.  If the sale of the  Property  is not  closed  by the date  fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition precedent to Purchaser's  obligations,  or Purchaser's  termination of
this  Purchaser  Contract  pursuant to Section  5.2, the Deposit and the Closing
Extension  Option  Deposit  shall be returned  and  refunded to  Purchaser,  and
neither party shall have any further liability hereunder,  subject to and except
for  Purchaser's  liability under Section 5.3.

3.1.5 If the sale of the Property
is not closed by the date fixed therefor (or any such  extension  date) owing to
failure of  performance by Seller,  Purchaser  shall be entitled to the remedies
set forth in ARTICLE 12 hereof. If the sale of the Property is not closed by the
date fixed therefor (or any such extension date) owing to failure of performance
by  Purchaser,  the Deposit  shall be forfeited by Purchaser and the sum thereof
shall go to Seller  forthwith  as  liquidated  damages for the lost  opportunity
costs and transaction  expenses  incurred by Seller,  as more fully set forth in
ARTICLE 12 below, and except for recovery under Section 5.3 hereunder,  shall be
Seller's  sole remedy  (whether  in law or in equity) on account of  Purchaser's
termination  of this Purchase  Contract or default  hereunder on or prior to the
Closing Date.

                                   ARTICLE 4
                                    FINANCING

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

                                   ARTICLE 5
                               FEASIBILITY PERIOD

5.1  Subject to the terms of Section 5.3 below,  for thirty  five (35)  calendar
days following the Effective Date (the "Feasibility Period"), Purchaser, and its
agents,   contractors,    engineers,   surveyors,   attorneys,   and   employees
("Consultants")  shall  have  the  right  from  time to time to  enter  onto the
Property:

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

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm  with  respect to the  Property.

5.1.3 To  ascertain  and  confirm  the
suitability of the property for Purchaser's intended use of the Property.

5.1.4 To review all  Materials  (as  hereinafter  defined)  other than  Seller's
proprietary  information.

5.2 Should the results of any of the matters referred
to in sub-paragraphs  5.1.1, 5.1.2, 5.1.3 and 5.1.4 above appear  unsatisfactory
to Purchaser for any reason,  then  Purchaser  shall have the right to terminate
this  Purchase  Contract by giving  written  Notice to that effect to Seller and
Escrow  Agent  on or  before  5:00  p.m.  EST on the date of  expiration  of the
Feasibility  Period.  If  Purchaser  exercises  such  right to  terminate,  this
Purchase Contract shall terminate and be of no further force and effect, subject
to and except for  Purchaser's  liability  under  Section  5.3, and Escrow Agent
shall  forthwith  deliver the  Quitclaim  Deed of all of  Purchaser's  right and
interest in the  Property  to Seller,  and then  promptly  return the Deposit to
Purchaser.  If  Purchaser  fails  to  provide  Seller  with  written  Notice  of
cancellation  prior to the end of the  Feasibility  Period in strict  accordance
with the Notice  provisions of this  Purchase  Contract,  the forgoing  right of
termination  shall be deemed waived and this Purchase  Contract  shall remain in
full force and effect and Purchaser's  obligation to purchase the Property shall
be  non-contingent  and  unconditional  except  only  for  satisfaction  of  the
conditions  expressly stated in this ARTICLE 5 and in ARTICLE 9. Notwithstanding
anything in this Purchase Contract to the contrary,  Purchaser shall be entitled
to terminate this Purchase  Contract prior to the expiration of the  Feasibility
Period for any  reason  whatsoever,  with or without  cause,  as  determined  by
Purchaser in its sole and absolute discretion.

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

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

5.5 Seller  shall  deliver to Purchaser  within five (5) calendar  days from the
Effective Date copies of all leases,  contracts,  engineering studies,  surveys,
environmental  studies,  reports and test results, if any, the most recent title
policies  (including  copies of exception  documents)  and other  materials (the
"Materials")  to the extent in Seller's  possession  or control  relating to the
Property  (other than  proprietary  information  of Seller).  If the sale of the
Property is not closed by the date fixed therefor,  Purchaser shall, within five
(5) calendar days, return all such Materials to Seller.

                                   ARTICLE 6
                                      TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title Commitment") issued by
First American Title Insurance  Company,  801 East Morehead  Street,  Suite 301,
Charlotte, North Carolina, 28202, Facsimile (704) 334-0768,  Attention Will Webb
("Title  Insurer")  for an owner's  title  insurance  policy on the most  recent
standard  American Land Title  Association  ("ALTA") Policy form,  together with
legible  copies of all  instruments  identified as exceptions  therein and shall
cause a copy thereof to be delivered to Seller  during the  Feasibility  Period.
Purchaser  agrees that it shall be solely  responsible  for payment of all costs
relating to  procurement  of the Title  Commitment  and any Owner title  policy.
Purchaser  hereby agrees to pay at Closing to Fidelity  National Title Insurance
Company the cancellation  fees of Fidelity  National Title Insurance  Company in
the amount of  $500.00,  for title work on the  Property  previously  ordered by
Seller,  which  fee  shall be  reflected  on the  final  transaction  settlement
statement  as  a  debit  against  Purchaser.  Purchaser  shall  have  until  the
expiration of the  Feasibility  Period in which to examine title to the Property
to review the Title Commitment and the Survey (as hereinafter defined). Prior to
the  expiration of the expiration of the  Feasibility  Period,  Purchaser  shall
notify  Seller in writing of any liens,  encumbrances  or adverse  condition  to
title, or matters of survey, which are unacceptable to Purchaser  (collectively,
the "Title  Objections").  Unless Purchaser  notifies Seller in writing prior to
the  expiration of the  Feasibility  Period of any Title  Objections,  Purchaser
shall be deemed to be satisfied as of the conclusion of the  Feasibility  Period
with the  condition  of title  to the  Property  and the  Survey.  In the  event
Purchaser notifies Seller of any Title Objections, Seller shall have the option,
but not the obligation,  to cure or otherwise  satisfy the Title Objections in a
manner  acceptable  to Purchaser  and in  accordance  with  Sections 6.7 and 6.8
hereof, at Seller's sole cost and expense.  If Seller does not elect to cure any
Title Objections, the provisions of Section 6.8 hereof shall apply. In addition,
during the Feasibility Period,  Purchaser shall be entitled to identify as Title
Objections such affirmative title insurance coverages or special endorsements as
determined  necessary by Purchaser,  or Purchaser's  designee,  for which Seller
shall use its best  efforts to cause  Title  Insurer to  provide,  provided  any
premium  charge  for such  affirmative  title  insurance  coverages  or  special
endorsements  as determined  necessary by Purchaser,  or  Purchaser's  designee,
shall be at Purchaser's  sole cost and expense,  and provided  further that such
affirmative title insurance coverages or special  endorsements shall not require
any undertakings or indemnities from Seller.

6.2 Purchaser  agrees to accept title to the Land and  Improvements,  so long as
the same is insurable at ordinary rates and any  conveyance by special  warranty
deed pursuant to this Purchase  Contract shall be subject to the following,  all
of which shall be deemed "Permitted Exceptions," but only to the extent the same
are approved by Purchaser in  accordance  with Section 6.1 above,  and Purchaser
agrees to accept the deed and title subject thereto:

6.2.1 All  exceptions  shown in the Title  Commitment  and approved by Purchaser
(other than mechanics'  liens and taxes due and payable in respect of the period
preceding Closing); and

6.2.2 Such  exceptions  and matters as approved  by  Purchaser  and as the Title
Company shall be willing to omit as exceptions to coverage; and

6.2.3 All Commercial Leases and any other occupancy,  lease, tenancy and similar
agreement, if any, entered into in the ordinary course of business and reflected
on the rent roll delivered by Seller at Closing; and

6.2.4 All Property  Contracts and any other  existing  contracts  created in the
ordinary  course of business by Seller and  disclosed to Purchaser  prior to the
end of the  Feasibility  Period,  which are not  identified  for  termination by
Purchaser during the Feasibility Period; and

6.2.5 Real estate and  property  taxes for the  calendar  year in which  closing
occurs to the extent not due and payable; and

6.2.6 All matters of public record which are shown in the Title  Commitment  (to
the extent approved by Purchaser).

6.3 The  existence  of other  mortgages,  liens,  or  encumbrances  shall not be
objections to title,  provided that properly executed  instruments in recordable
form  necessary  to satisfy and remove the same of record are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case, with recording and/or filing fees. Seller shall take all reasonable
actions required to cause the foregoing to be delivered in a timely manner.

6.4 Unpaid liens for taxes,  charges, and assessments shall not be objections to
title,  so long as the amount thereof plus interest and penalties  thereon shall
be  deducted  from the  Purchase  Price to be paid for the  applicable  Property
hereunder and allowed to Purchaser, and the same are paid off at Closing and the
exceptions therefor are removed from the Title Commitment at Closing, subject to
the provisions  for  apportionment  of taxes and charges  contained in ARTICLE 7
herein.

6.5 Unpaid  franchise or business  corporation  taxes of any corporations in the
chain of title  shall  not be an  objection  to title,  provided  that the Title
Insurer  agrees to insure  against  collection  out of the property or otherwise
against Purchaser or its affiliates, and provided further that the Title Insurer
agrees to omit such taxes as exceptions to coverage with respect to any lender's
mortgagee insurance policy.

6.6 If on the Closing Date there shall be  conditional  bills of sale or Uniform
Commercial Code financing statements that were filed on a day more than five (5)
years  prior  to such  Closing,  and  such  financing  statements  have not been
extended by the filing of UCC-3 continuation statements within the past five (5)
years prior to such Closing,  such financing  statements  shall not be deemed an
objection to title.

6.7 If on the Closing Date, the state of title is other than in accordance  with
the requirements  set forth in this Purchase  Contract or if any condition to be
fulfilled by Seller under this  ARTICLE 6 shall not be  satisfied,  and provided
Purchaser has actual  knowledge  thereof,  Purchaser  shall provide  Seller with
written  Notice  thereof at such time,  or such title  objection or  unfulfilled
title condition shall (of which Purchaser has actual knowledge) be deemed waived
by Purchaser in which case  Purchaser and Seller shall proceed to consummate the
Closing on the Closing  Date.  If  Purchaser  timely  gives  Seller such Notice,
Seller at its sole option and upon Notice to Purchaser within seven (7) calendar
days  following  receipt  of such  Notice  may elect to cure such  objection  or
unfulfilled condition for up to ninety (90) calendar days. Should Seller be able
to cure such title objection by the Closing Date or any postponed  Closing Date,
or should  Purchaser  waive such  objection or condition  within such period for
cure,  then the Closing  shall take place on or before thirty (30) calendar days
after Notice of such cure or waiver.

6.8 If Seller does not elect to cure such objection or unfulfilled  condition or
during the period of cure Seller is unable or unwilling,  in its sole discretion
or opinion,  to  eliminate  such title  objection  or satisfy  such  unfulfilled
condition,  Seller shall give Purchaser written Notice thereof, and if Purchaser
does not waive such  objection  by written  Notice  delivered  to Seller and the
title company issuing the Title  Commitment on or before seven (7) calendar days
following the date Seller gives such Notice,  then this Purchase  Contract shall
automatically  terminate,  in which event  Purchaser shall release and quitclaim
all of  Purchaser's  right and  interest  in such  Property  to Seller,  and the
parties  hereto  shall have no further  obligations  to each  other,  except for
Purchaser's  obligations  pursuant  to Section  5.3 above,  and the  Deposit and
Closing Extension Option Deposit (if then paid) shall be immediately returned to
Purchaser.

6.9 Seller  covenants that it will not  voluntarily  create or cause any lien or
encumbrance to attach to the Property between the date of this Purchase Contract
and the Closing Date (other than Commercial Leases and Property Contracts in the
ordinary course of business); any such monetary lien or encumbrance so attaching
by  voluntary  act of Seller  shall be  discharged  by the Seller at or prior to
Closing on the Closing Date or any postponed  Closing Date.  Except as expressly
provided above,  Seller shall not be required to undertake efforts to remove any
other  lien,  encumbrance,  security  interest,  exception,  objection  or other
matter,  to make any  expenditure of money or institute  litigation or any other
judicial or administrative  proceeding and Seller may elect not to discharge the
same.

6.10 Anything to the contrary  notwithstanding,  Purchaser shall not have
any  right  to  terminate  this  Purchase   Contract  or  object  to  any  lien,
encumbrance,  exception or other matter that is a Permitted Exception,  that has
been waived or deemed to have been waived by Purchaser.

6.11 Seller  shall  deliver to  Purchaser a copy of the  existing  survey of the
Property prepared by R.B. Pharr & Associates,  P.A.  Surveying & Mapping,  dated
March 22, 2001,  file no.  W-2660,  Job No. 53109  ("Survey").  Purchaser  shall
reimburse  Seller at Closing for any costs and expenses  incurred to secure such
Survey. Seller shall pay for the costs to update such Survey; provided, however,
that (a)  Seller  shall not be  responsible  for  payment of  subsequent  Survey
updates in excess of $3,000.00, and (b) Purchaser agrees that Purchaser shall be
responsible   for  payment  of  any  survey  updates  in  excess  of  $3,000.00.
Notwithstanding   the  foregoing,   Purchaser   shall  not  be  responsible  for
reimbursing  Seller for Seller's costs and expenses to secure such Survey in the
event this Purchase  Contract is terminated  hereunder.  The Survey (i) shall be
prepared in accordance  with and shall comply with the minimum  requirements  of
the  ALTA;  (ii)  shall  be in a  form,  and  shall  be  certified  as of a date
satisfactory  to Title Insurer to enable Title Insurer to delete standard survey
exceptions  from the title  insurance  policy to be issued pursuant to the Title
Commitments,  except for any Permitted Exceptions; (iii) shall specifically show
all improvements,  recorded  easements to the extent locatable,  set back lines,
and such other matters shown as exceptions by the Title Commitments;  (iv) shall
specifically  show the right of way for all adjacent public  streets;  (v) shall
specifically  disclose whether (and, if so, what part of) any of the Property is
in an area designated as requiring flood insurance under applicable federal laws
regulating  lenders;  (vi) shall contain a perimeter  legal  description  of the
Property  which  may be  used in the  special  warranty  deed;  (vii)  shall  be
certified to Purchaser,  Purchaser's  lender,  Seller and Title Insurer as being
true and correct;  and (viii) shall certify that the legal description set forth
therein describes the same, and comprises all of, the real estate comprising the
Property to be  purchased by  Purchaser  pursuant to the terms of this  Purchase
Contract. In the event the perimeter legal description of the Property contained
in the Survey  differs from that  contained in the deed or deeds by which Seller
took title to the Property,  the latter description shall be used in the special
warranty deed  delivered to Purchaser at Closing,  and the Survey legal shall be
used in a  quitclaim  deed to the  Property  which  also shall be  delivered  to
Purchaser at Closing.  Purchaser, at Purchaser's sole cost and expense, may also
cause to be prepared an  environmental  report for the Property  ("Environmental
Report").

6.11.1  Should such Survey  disclose  conditions  that give rise to a
title exception other than a Permitted Exception, Purchaser shall have the right
to  object  thereto  within  the  Feasibility  Period  in  accordance  with  the
procedures set forth in ARTICLE 5 above.

6.11.2  Purchaser  agrees to make  payment in full of all Survey Costs to obtain
and/or update the Survey  required by this Purchase  Contract (to the extent set
forth in  Subsection  6.11 above) on or before  Closing or  termination  of this
Purchase Contract.

                                   ARTICLE 7
                                     CLOSING

7.1 Dates,  Places Of Closing,  Prorations,  Delinquent  Rent and Closing Costs.

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

7.1.2 The Closing Date may be extended  without  penalty at the option of Seller
to a date not later than ninety (90) days  following the Closing Date  specified
above to satisfy a condition to be satisfied by Seller, or such later date as is
mutually acceptable to Seller and Purchaser.  Additionally, the original Closing
Date may be extended at the option of Purchaser  (the  "Extension  Option") to a
date not later than thirty (30)  calendar days  following  the original  Closing
Date  specified  above upon the  satisfaction  of, and subject to, the following
conditions:  (i) concurrently with the delivery of the Extension Notice (defined
below),  Purchaser  shall deliver to Escrow Agent the Closing  Extension  Option
Deposit;  (ii)  Purchaser  shall  not  have  breached  any  of  its  obligations
hereunder; and (iii) all of Purchaser's representations and warranties contained
in  Section  8.2  hereof  shall  be true  and  correct  as of the  date on which
Purchaser  notifies  Seller  and Escrow  Agent of  Purchaser's  exercise  of its
Extension Option. Purchaser's Extension Option shall be exercised, if at all, by
prior  written  notice to Seller and  Escrow  Agent  (the  "Extension  Notice"),
received no later than five (5)  Business  Days prior to the  expiration  of the
original  scheduled  Closing Date.

7.1.3 The Closing  Extension  Option Deposit
shall be  credited  toward  the  Purchase  Price at the  Closing,  and  shall be
non-refundable  when paid,  except in the event the sale of the  Property is not
consummated due to a default by Seller.

7.1.4  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date.  All unapplied  deposits  under Tenant  leases,  if any,
shall be  transferred  by Seller to Purchaser at the  Closing.  Purchaser  shall
assume  at  Closing  the  obligation  to  pay  any  accrued  but  unpaid  tenant
improvement  allowances and leasing commissions under commercial leases executed
after the Effective  Date in accordance  with Section  9.1.5,  together with any
payments due parties to other  agreements  affecting the Property  which survive
Closing or under the Property Contracts assumed by Purchaser,  provided that any
payments  under the Property  Contracts  have been  prorated,  unless  Purchaser
notifies Seller in writing on or before the expiration of the Feasibility Period
describing  (a) the Property  Contracts  which  Purchaser  requests  that Seller
terminate  on or before  the  expiration  of the  Closing  Date,  to the  extent
terminable  without  penalty  and (b) the  Property  Contracts  which  Purchaser
intends to assume at Closing.  Any real  estate ad valorem or similar  taxes for
the Property,  or any installment of assessments  payable in installments  which
installment is payable in the calendar year of Closing, shall be prorated to the
date of Closing, based upon actual days involved. The proration of real property
taxes or installments of assessments shall be based upon the assessed  valuation
and tax rate figures for the year in which the Closing  occurs to the extent the
same are available; provided, that in the event that actual figures (whether for
the assessed  value of the Property or for the tax rate) for the year of Closing
are not available at the Closing Date, the proration shall be made using figures
from the preceding year. The proration shall be final and unadjustable except as
provided in the  following  paragraph.  For purposes of this  Section  7.1.3 and
Sections 7.1.5 and 7.1.6,  the terms "Rent" and "Rents" shall  include,  without
limitation,  base  rents,  additional  rents,  percentage  rents and common area
maintenance charges. The provisions of this Section 7.1.3 shall apply during the
Proration  Period  (as  defined  below).

7.1.5 If any of the items  subject  to
proration  hereunder  cannot be prorated at the Closing  because the information
necessary  to  compute  such  proration  is  unavailable,  or if any  errors  or
omissions in computing  prorations at the Closing are  discovered  subsequent to
the Closing, then such item shall be reapportioned and such errors and omissions
corrected  as soon as  practicable  after the Closing  Date and the proper party
reimbursed,  which  obligation  shall  survive  the  Closing  for a period  (the
"Proration  Period")  from the Closing Date until one (1) year after the Closing
Date.  Neither party hereto shall have the right to require a recomputation of a
Closing proration or a correction of an error or omission in a Closing proration
unless  within the Proration  Period one of the parties  hereto (i) has obtained
the previously unavailable  information or has discovered the error or omission,
and (ii) has given Notice thereof to the other party together with a copy of its
good faith  recomputation  of the  proration  and  copies of all  substantiating
information  used in such  recomputation.  The  failure of a party to obtain any
previously unavailable information or discover an error or omission with respect
to an item subject to proration hereunder and to give Notice thereof as provided
above within the Proration Period shall be deemed a waiver of its right to cause
a  recomputation  or a correction  of an error or omission  with respect to such
item after the Closing Date. Any Rents that have accrued,  but have not yet been
paid shall be prorated in accordance  with estimates based upon the prior years'
information  (or  reasonable  estimates  of  Seller  if  no  such  prior  years'
information   is   available),   and  shall  be   subsequently   readjusted  and
reapportioned  upon  receipt.  Purchaser  shall pay  Seller  for Rents that have
accrued,  but are not yet due and payable,  at Closing.

7.1.6 If on the Closing
Date any Tenant is in arrears in any Rent  payment  under any Tenant  lease (the
"Delinquent  Rent"),  any Delinquent  Rent received by Purchaser and Seller from
such  Tenant  after the  Closing  shall be applied to amounts due and payable by
such Tenant during the following periods in the following order of priority: (i)
first,  to the period of time before the Closing Date,  and (ii) second,  to the
period of time after the Closing Date. If Delinquent Rent or any portion thereof
received  by Seller or  Purchaser  after the  Closing are due and payable to the
other  party  by  reason  of  this  allocation,  the  appropriate  sum,  less  a
proportionate  share of any  reasonable  attorneys'  fees and costs and expenses
expended in connection  with the collection  thereof,  shall be promptly paid to
the other party.  Any monies received by Seller after closing shall be forwarded
to Purchaser for  disbursement in accordance with the order of payment  provided
herein above.  After the Closing,  Seller shall continue to have the right,  but
not the  obligation,  in its own  name,  to  demand  payment  of and to  collect
Delinquent Rent owed to Seller by any Tenant, which right shall include, without
limitation,  the right to  continue  or commence  legal  actions or  proceedings
against any Tenant  (provided,  that Seller shall not commence any legal actions
or  proceedings  against any Tenant which  continues as a Tenant at the Property
after  Closing  without  the  prior  consent  of  Purchaser,  which  will not be
unreasonably withheld or delayed), and the delivery of the General Assignment as
defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
Rent and to take all steps,  whether before or after the Closing Date, as may be
necessary  to carry  out the  intention  of the  foregoing,  including,  without
limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
request, of any relevant books and records (including,  without limitation, rent
statements,  receipted bills and copies of tenant checks used in payment of such
rent),  the  execution  of any and all  consents  or  other  documents,  and the
undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
terminate any Tenant lease with an existing  Tenant or evict any existing Tenant
from the Property.  The  provisions of this Section 7.1.6 shall apply during the
Proration Period.

7.1.7 Upon Closing,  Seller shall pay the cost of all transfer
taxes (e.g., excise stamp taxes) and recording costs with respect to the release
of any of Seller's  mortgages,  mechanics'  liens,  or deed of trust liens,  and
Purchaser  shall pay the costs  associated  with the  recordation of the Special
Warranty Deed (as hereinafter defined) and any required documents to be recorded
in connection with Purchaser's  financing of the Property (pursuant to the terms
of Section 4.1 herein). Seller and Purchaser shall share equally in the costs of
the Escrow  Agent for  escrow  fees.  Purchaser  shall pay the cost of the Title
Commitment and any title policies.

7.2   Items To Be Delivered Prior To Or At Closing.

7.2.1 Seller.  At Closing,  Seller shall  deliver to Escrow  Agent,  each of the
following  items:

7.2.1.1 Special Warranty Deed in the form attached as Exhibit
7.2.1.1 to Purchaser. The acceptance of such deed at Closing, shall be deemed to
be full  performance  of, and  discharge of, every  agreement and  obligation on
Seller's  part to be performed  under this Purchase  Contract,  except for those
that this Purchase Contract specifically provides shall survive Closing.

7.2.1.2 A Bill of Sale in the form  attached  as Exhibit  7.2.1.2  covering  all
Property Contracts, Commercial Leases, Permits (other than Excluded Permits) and
Fixtures and Tangible  Personal Property required to be transferred to Purchaser
with respect to such Property.  Purchaser  shall  countersign  the same so as to
effect an assumption by Purchaser of, among other things,  Seller's  obligations
thereunder.

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

7.2.1.4 A closing  statement  executed by Seller.

7.2.1.5 A vendor's affidavit or at Seller's option an indemnity,  as applicable,
in the customary form reasonably acceptable to Seller to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Purchase Contract (other than matters  constituting any Permitted Exceptions and
matters  which  are to be  completed  or  performed  post-Closing)  to be issued
pursuant to the Title Commitment;  provided that such affidavit does not subject
Seller to any greater  liability,  or impose any additional  obligations,  other
than as set forth in this Purchase Contract; and

7.2.1.6 A certification of Seller's  non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

7.2.1.7 Estoppel certificates (the "Tenant Estoppels") in the form attached
hereto  as  Exhibit  9.1.4,  or in the form  described  or  contemplated  in the
respective  Tenant  leases  in  accordance  with the  requirements  set forth in
Section 9.1.4 of this Purchase Contract.

7.2.1.8 A rent  roll of the  Tenant  leases  certified  to the best of  Seller's
knowledge,  to be true and correct as of the Closing  Date.

7.2.1.9 An original  resolution  of Seller,  in the form  provided by Seller and
satisfactory  to Title  Insurer,  authorizing  the  execution  of this  Purchase
Contract,  the  conveyance  documents and all other  documents to be executed by
Seller and the  performance by Seller  hereunder and thereunder  together with a
good standing certificate of Seller.

7.2.1.10  Evidence of the termination of any management  agreement with
any property  manager of the Property.

7.2.1.11  Except for the items expressly
listed above to be delivered at Closing,  delivery of any other  required  items
shall be deemed made by Seller to Purchaser,  if Seller leaves such documents at
the  Property  in  their  customary  place  of  storage  or in  the  custody  of
Purchaser's  representatives.

7.2.1.12 To the extent in Seller's  possession or
control, original copies of the Commercial Leases and Property Contracts,  lease
files, keys to the property,  Seller's books and records (other than proprietary
information)   regarding  the  Property,  and  original  copies  of  the  tenant
estoppels.

7.2.2  Purchaser.  At Closing,  Purchaser shall deliver to the Title
Company (for  disbursement  to Seller upon the Closing) the following items with
respect  to the  Property  being  conveyed  at such  Closing:

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

7.2.2.2 A closing statement executed by Purchaser.

7.2.2.3 A countersigned  counterpart of the Bill of Sale in the form attached as
Exhibit 7.2.1.2.

7.2.2.4  A  countersigned
counterpart of the General  Assignment in the form attached as Exhibit  7.2.1.3.

7.2.2.5 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8

      REPRESENTATIONS,  WARRANTIES  AND  COVENANTS OF SELLER AND  PURCHASER

8.1 Representations And Warranties Of Seller.

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

8.1.1.1  Seller is lawfully and duly  organized,  and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Purchase Contract;  and has or at the Closing shall have the power and authority
to sell and convey the Property  and to execute the  documents to be executed by
Seller and prior to the Closing will have taken as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  purchase  contract to which Seller is a party or by which Seller is
otherwise  bound.  Seller has not made any other purchase  contract for the sale
of, or given any other person the right to  purchase,  all or any part of any of
the Property;

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

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

8.1.1.4  The  joinder  of no  person or entity  other  than  Seller is
necessary to convey the Property, fully and completely, to Purchaser at Closing,
or to  fulfill  Seller's  obligations  and Seller  has all  necessary  right and
authority to convey and assign to Purchaser all contract  rights and  warranties
required to be conveyed and assigned to Purchaser  hereunder;

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

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

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

8.1.1.8  To  Seller's  knowledge,  all  documents  relating  to the
Property  that were  delivered by Seller to Purchaser  in  connection  with this
Purchase Contract,  are true and accurate.

8.1.1.9  To  Seller's  knowledge,  the  information  set  forth on the rent roll
attached hereto as Exhibit 8.1.1.9 (the "Rent Roll") is complete and accurate as
of the date hereof.

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

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

8.1.4 Representations and warranties above made to the knowledge of Seller shall
not be  deemed to imply  any duty of  inquiry.  For  purposes  of this  Purchase
Contract,  the term  Seller's  "knowledge"  shall mean and refer to only  actual
knowledge  of the  Designated  Representative  (as  hereinafter  defined) of the
Seller  and  shall  not be  construed  to refer to the  knowledge  of any  other
partner, officer,  director, agent, employee or representative of the Seller, or
any affiliate of the Seller,  or to impose upon such  Designated  Representative
any duty to investigate the matter to which such actual knowledge or the absence
thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
individual   personal   liability.   As  used   herein,   the  term   Designated
Representative shall refer to to Ms. Vicki Webster,  Metric Property Management,
(770) 988-9510, extension 18.

8.1.5  Notwithstanding  any terms herein to the  contrary,  in no
event  shall the terms of this  Purchase  Contract  limit,  modify or effect the
warranties expressly set forth (or implied by law) in the special warranty deed.

8.2  Representations  And  Warranties  Of  Purchaser

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

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

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

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

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

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

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

8.2.3 Except as otherwise noted in Section 10.1 hereof,  Purchaser has not dealt
with any broker,  finder or any other person, in connection with the purchase of
or the  negotiation  of the purchase of the Property that might give rise to any
claim for commission against Seller or lien or claim against the Property.

                                   ARTICLE 9

                         CONDITIONS PRECEDENT TO CLOSING

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

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

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

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

9.1.4 Within five (5) days prior to the end of the  Feasibility  Period,  Seller
shall use its best efforts to deliver to Purchaser  Tenant Estoppels in the form
attached  hereto as Exhibit 9.1.4,  or in the form described or  contemplated in
the  Lease,  from  at  least  seventy  percent  (70%)  of  the  tenants.

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

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

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

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

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

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

                                   ARTICLE 10
                                   BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Pinnacle Realty Management Company,  7316 Wisconsin Avenue, Suite 300, Bethesda,
Maryland 20814-2925  ("Seller's  Broker").  Purchaser represents and warrants to
Seller that it has dealt only with  Commercial  Carolina in connection with this
Purchase Contract ("Purchaser's  Broker").  Seller and Purchaser each represents
and  warrants  to the other  that  other than  Seller's  Broker and  Purchaser's
Broker,  it has not dealt with or utilized the services of any other real estate
broker,  sales person or finder in connection with this Purchase  Contract,  and
each party agrees to  indemnify  the other party from and against all claims for
brokerage commissions and finder's fees arising from or attributable to the acts
or  omissions  of the  indemnifying  party.

10.2 Seller  agrees to pay Seller's
Broker a commission  according to the terms of a separate  agreement.  Purchaser
agrees  to pay  Purchaser's  Broker a  commission  according  to the  terms of a
separate  agreement.  Neither  Seller's Broker nor  Purchaser's  Broker shall be
deemed  a party or third  party  beneficiary  of this  Purchase  Contract.

10.3 Neither Seller's Broker nor Purchaser's  Broker assume  responsibility  for
the  condition of the Property or  representation  for the  performance  of this
Purchase Contract by the Seller or Purchaser.

                                   ARTICLE 11
                                   POSSESSION

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

                                   ARTICLE 12
                             DEFAULTS AND REMEDIES

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

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole remedy shall be to (a) elect to
terminate this Purchase  Contract and receive  reimbursement  of the Deposit and
Closing  Extension  Option  Deposit (or so much thereof as has been  received by
Escrow Agent), or (b) to seek specific performance of this Purchase Contract. If
Purchaser elects to terminate this Purchase Contract,  Purchaser shall return to
Seller within five (5) days of its election to terminate  the Purchase  Contract
all Materials provided to Purchaser by Seller; Purchaser shall deliver to Seller
without charge  therefor,  copies of any and all  inspections,  studies,  tests,
surveys,  or other  reports  made on behalf of  Purchaser  with  respect  to the
Property;  Seller shall  reimburse  Purchaser for its  reasonable  out-of-pocket
expenses  incurred in connection with the negotiation of this Purchase  Contract
and Purchaser's due diligence  efforts during the Feasibility  Period  (provided
that the amount of such reimbursement shall not exceed $20,000.000.

                                   ARTICLE 13
                            RISK OF LOSS OR CASUALTY

13.1  The  risk of loss or  damage  to the  Property  by fire or other
casualty  until the deed of  conveyance  is  recorded  is assumed by the Seller,
provided  that the  Seller's  responsibility  shall be only to the extent of any
recovery from  insurance  now carried on the Property.  If prior to the Closing,
the Property or any "material"  portion  thereof is damaged or destroyed by fire
or casualty, then Purchaser shall have the option, exercisable by written notice
given to  Seller  at or prior  to the  Closing,  either  to (a)  terminate  this
Purchase Contract,  whereupon all obligations of all parties hereto shall cease,
the Deposit and Closing Extension Option Deposit (or so much thereof as has been
received  by Escrow  Agent)  shall be returned to  Purchaser  and this  Purchase
Contract  shall be void and without  recourse to the parties  hereto  except for
provisions  which are  expressly  stated to  survive  such  termination;  or (b)
proceed with the purchase of the Property, and in such case, unless Seller shall
have  previously  restored the Property to its condition prior to the occurrence
of any such damage or destruction, Seller shall pay over or assign to Purchaser,
without  recourse,  all amounts received or due (plus an amount equal to the sum
of any deductible  under any insurance  policy  covering the Property) from, and
all claims  against,  any  insurance  company  as a result of such  destruction.
Within  thirty  (30) days  after  receipt of  written  notice of such  casualty,
Purchaser  will advise Seller in writing  whether  Purchaser  desires to proceed
with  this  transaction  in light of such  casualty  or  condemnation.  The term
"material" as used in this Section shall mean damage or destruction in an amount
equal to or greater  than  $300,000.00.  Notwithstanding  any of the  foregoing,
Seller shall not, in any event, be obligated to effect any repair,  replacement,
and/or  restoration,  but may do so at its option in which case Seller may apply
the insurance  proceeds to the costs of restoration.

13.2 In the event that the  Property  is damaged or  destroyed  by fire or other
casualty prior to the Closing,  and the cost of repair is less than $300,000.00,
this  transaction  shall be closed in accordance with the terms of this Purchase
Contract,  notwithstanding the damage or destruction;  provided, however, Seller
shall make such repairs if they can be reasonably  effected  before the Closing.
If Seller is unable to effect such  repairs,  then  Purchaser  shall receive all
insurance proceeds  pertaining thereto (plus a credit against the Purchase Price
in the amount of any  deductible  payable by Seller in connection  therewith) at
Closing.

                                   ARTICLE 14
                                  RATIFICATION

14.1 This  Purchase  Contract  shall be null and void unless  fully  ratified by
Purchaser and Seller on or before April 27, 2001.

                                   ARTICLE 15
                                 EMINENT DOMAIN

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

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  Exhibits And Schedules

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

16.2  Assignability

            Subject to Section 16.18,  this Purchase  Contract is not assignable
without first obtaining the prior written approval of the  non-assigning  party,
except that  Purchaser may assign all or an undivided  interest in this Purchase
Contract  to one or more  entities  so long as (i)  Purchaser  or its  affiliate
remains a part of the  purchasing  entity(ies),  (ii)  Purchaser is not released
from its liability  hereunder,  and (iii) Seller consents thereto (which consent
shall not be unreasonably  withheld or delayed).  Notwithstanding the foregoing,
Purchaser may assign all of its interest in this Purchase  Contract to an entity
that Purchaser has designated with a management,  advisory or brokerage position
with  regard  to the  Property  and  Seller  agrees  to  complete  Closing  with
purchaser's  nominee,  assignee  or  designee  provided  that (a) such  nominee,
assignee or designee of Purchaser  assumes  Purchaser's  obligations  under this
Purchase Contract,  (b) Purchaser is not released from its liability  hereunder,
and (c) Closing is consummated hereunder.

16.3  Binding Effect

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

16.4  Captions

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

16.5  Number And Gender Of Words

      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6  Notices

            All Notices,  demands,  requests and other  communications  required
pursuant to the  provisions of this  Purchase  Contract  ("Notice")  shall be in
writing  and  shall be  deemed to have  been  properly  given or served  for all
purposes  (i) if sent by Federal  Express or a nationally  recognized  overnight
carrier for next  business day  delivery,  on the first  business day  following
deposit of such Notice with such carrier,  or (ii) if personally  delivered,  on
the actual date of delivery or (iii) if sent by certified  mail,  return receipt
requested postage prepaid, on the Fifth (5th) business day following the date of
mailing, or (iv) if sent by telecopier,  then on the actual date of delivery (as
evidenced by a telecopier confirmation) provided that a copy of the telecopy and
confirmation is also sent by U.S. mail, addressed as follows:

            If to Seller:                     If to Purchaser:


            CENTURY PROPERTIES FUND XX        HIGH INVESTORS, LTD.
            Tower Two, 2000 South Colorado    1853 William Penn Way
            Boulevard, Suite 2-1000           Lancaster, Pennsylvania
            Denver, Colorado  80222           17605-0008
            Attn:  Mr. Harry Alcock           Attn:  Mr. Bruce Tahsler,
            Facsimile No. (303) 692-0786      Senior Vice President
                                              Facsimile No. (717) 293-4555

                  And

            CENTURY PENSION INCOME FUND XXIII
            Tower Two, 2000 South Colorado
            Boulevard, Suite 2-1000
            Denver, Colorado  80222
            Attn:  Mr. Harry Alcock
            Facsimile No. (303) 692-0786



                  And                               With a copy to

            ARGENT REAL ESTATE                STEVENS & LEE
            1401 Brickell Avenue, Suite 520   One Penn Square
            Miami, Florida  33131             Lancaster, Pennsylvania 17602
            Attn:  Mr. David Marquette        Attn: Scott H. Spencer, Esq.
            Facsimile No. (305) 371-6898      Facsimile No. (717) 394-7726

                  With a copy to

            LOEB & LOEB, LLP
            1000 Wilshire Boulevard, Suite
            1800
            Los Angeles, California  90017
            Attn: Andrew S. Clare, Esq.
                  Karen N. Higgins, Esq.
            Facsimile No. (213) 688-3460

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

16.7  Governing Law And Venue

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

16.8 Entirety And Amendments

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

16.9  Severability

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

16.10 Multiple Counterparts

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

16.11 Further Acts

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

16.12 Construction

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

16.13 Confidentiality

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

16.14 Time Of The Essence

      It is  expressly  agreed  by the  parties  hereto  that  time  is of the
essence with respect to this Purchase Contract.

16.15 Cumulative Remedies And Waiver

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

16.16 Litigation Expenses

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

16.17 Time Periods

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

16.18 Exchange

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

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

16.19 No Personal  Liability  of  Officers,  Trustees or Directors of Seller's
Partners


      Purchaser acknowledges that this Agreement is entered into by Seller which
is a California  limited  partnership,  and Purchaser  agrees that no individual
officer,  trustee,  director or  representative  of the partners of Seller shall
have any personal  liability  under this  Agreement or any document  executed in
connection  with  the  transactions  contemplated  by this  Agreement.

16.20 No Exclusive Negotiations

      Seller shall have the right,  at all times,  to solicit  backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of the Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this Agreement,  and that
Seller shall not enter into any contract or binding agreement with a third-party
for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
termination  of this  Agreement  without the  Property  having been  conveyed to
Purchaser.

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


                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

[Corporate Seal]                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its General Partner

                                       By:   Fox Capital Management Corporation,
                                             a California corporation,
                                             Its General Partner


                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------



                   [Signatures Continue on Following Page]



                                    CENTURY PENSION INCOME FUND XXIII,
                                    a California limited partnership

[Corporate Seal]                    By:   Fox Partners V,
                                          a California general partnership,
                                          Its General Partner

                                       By:   Fox Capital Management Corporation,
                                             a California corporation,
                                             Its General Partner



                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------

                                   Purchaser:

                                   HIGH INVESTORS, LTD., a Pennsylvania
                                   corporation


[Corporate Seal]                    By:
                                                ------------------------------
                                                ,[SEAL]
                                       Name:                                ,
                                             -------------------------------
                                       Title:
                                             --------------------------------
<PAGE>
                                ACKNOWLEDGEMENTS

STATE OF ________________
COUNTY OF  ______________

      I,  _____________________________________,  a Notary  Public of the County
and State aforesaid, certify that  ____________________________  personally came
before me this day and acknowledged  that ____he is the Secretary of Fox Capital
Management Corporation, a California corporation which is general partner of Fox
Partners III, a California general partnership,  which is the general partner of
Century  Properties  Fund XX, a California  limited  partnership,  and that,  by
authority  duly  given  and as the act of the  corporation  in its  capacity  as
general partner of Fox Partners,  and as the act of Century  Properties Fund XX,
the  foregoing  agreement  was  signed  in its  name  by its  __________________
President,  sealed with its  corporate  seal,  and  attested by _____self as its
______________________Secretary.

      WITNESS my hand and notarial seal, this _____ day of  ___________________,
2001.

                                    ---------------------------------------
                                    Notary Public
My commission expires:
--------------------

[NOTARY SEAL]

STATE OF ________________
COUNTY OF ______________

      I,  _____________________________________,  a Notary  Public of the County
and State aforesaid, certify that  ____________________________  personally came
before  me this  day  and  acknowledged  that  ____he  is  _____________________
Secretary of Fox Capital Management Corporation, a California corporation, which
is a general partner of Fox Partners V, a California general partnership,  which
is the  general  partner of Century  Pension  Income Fund  XXIII,  a  California
limited  partnership,  and that,  by authority  duly given and as the act of the
corporation in its capacity as general partner of Fox Partners V, and as the act
of Century Pension Income Fund XXIII, the foregoing  agreement was signed in its
name by its  __________________  President,  sealed with its corporate seal, and
attested by _____self as its ______________________Secretary.

      WITNESS my hand and notarial seal, this _____ day of  ___________________,
2001.

                                    ---------------------------------------
                                    Notary Public
My commission expires:
--------------------

[NOTARY SEAL]


                           PURCHASER'S ACKNOWLEDGEMENT




STATE OF
         ---------------------

COUNTY OF
          --------------------



      I, a Notary  Public  of the  County  and  State  aforesaid,  certify  that
 personally appeared before me this day and acknowledged that he/she is
, of                          , a corporation, and that he/she, as
, being duly authorized to do so, executed the foregoing on behalf of the
corporation.

      Witness my hand and notarial stamp or seal, this day of , 2001.




                                          Notary Public



My Commission Expires:
                      --------------



<PAGE>



                                   EXHIBIT A-1
                      LEGAL DESCRIPTION FOR HIGHLAND I & II


That certain  tract or parcel of land  situated,  lying and being in the City of
Charlotte,  Mecklenburg  County,  North  Carolina  and being  more  particularly
described as follows:

Parcel 1

BEGINNING at an existing  iron rod at the southeast  corner of Carolina  Country
Barbecue,  Inc.  as  described  in Deed Book 5118,  Page 637 of the  Mecklenburg
County Public  Registry,  said iron being on line of Southern Railway Company as
described in Deed Book 1775, Page 31 of said registry,  and runs thence with the
westerly line of Southern  Railway  Company the following  three (3) courses and
distances:  (1) South  25-10-40  East 838.95  feet to a new iron rod,  (2) South
25-18-16 East 88.56 feet to an existing iron rod, (3) South 24-44-48 East 295.92
feet to an  existing  iron rod,  said iron  being  the  northeast  corner of The
Speizman LLC property as described in Deed Book 9324, Page 177 of said registry,
thence with the line of The Speizman LLC North  76-07-49  West 309.79 feet to an
existing iron rod, said iron being a southeast  corner of Century Pension Income
Fund XXIII as described  in Deed Book 5321,  Page 452 of said  registry,  thence
with the line of  Century  Pension  Income  Fund  XXIII the  following  four (4)
courses and  distances:  (1) North 13-49-44 East 230.36 feet to an existing iron
rod; (2) North  76-31-10 West 215.33 feet to a new nail; (3) North 25-13-46 West
505.74  feet to an  existing  nail,  (4) South  64-51-02  West 264.38 feet to an
existing iron rod said iron being a southeast  corner of Arcade Square,  Limited
Partnership as described in Deed Book 8788,  Page 486 of said  registry,  thence
with the line of Arcade Square, Limited Partnership and continuing with the line
of MAADJ Co., Inc. as described in Deed Book 7845,  Page 781 the following three
(3) courses and  distances:  (1) North  25-06-24 West 266.74 feet to an existing
iron rod;  (2) North  74-57-37  East  225.93  feet to a new iron rod;  (3) North
77-02-45  East 86.09 feet to an existing  iron rod on line of  Carolina  Country
Barbecue, Inc. as described in Deed Book 5118, Page 637 of said registry, thence
with the line of Carolina Country Barbecue, Inc. North 64-47-24 East 223.75 feet
to the point and place of BEGINNING;  containing  333,080  square feet or 7.6464
acres of land as shown on a survey  prepared by R. B. Pharr &  Associates,  P.A.
dated April 20, 1999 and last  revised on April 26,  1999,  and bearing file No.
W-817B.

Parcel 2

That certain  tract or parcel of land  situated,  lying and being in the City of
Charlotte,  Mecklenburg  County,  North  Carolina  and being  more  particularly
described as follows:

BEGINNING at new nail in the southerly margin of Tyvola Road (100' right-of-way)
said iron being the northwest corner of MAADJ Co., Inc. property as described in
Deed Book 7845, Page 781 of the  Mecklenburg  County Public  Registry,  and runs
thence with the line of MAADJ Co., Inc. property South 24-43-31 East 152.47 feet
to existing nail, said nail being a northeast  corner of Arcade Square,  Limited
Partnership as described in Deed Book 8788,  Page 486 of said  registry,  thence
with the line of Arcade Square  Limited  Partnership  South 64-30-11 West 170.53
feet to existing  nail,  thence North  25-05-17  West 153.78 feet to an existing
iron  rod,  said  iron  being on the  southerly  margin  of  Tyvola  Road  (100'
right-of-way)  and being the  northeast  corner of Wachovia  Bank & Trust Co. as
described  in Deed  Book  4485,  Page  936 of said  registry,  thence  with  the
southerly margin of Tyvola Road North 64-56-44 East 171.49 feet to the point and
place of BEGINNING; containing 26186 square feet or 0.6012 acre of land as shown
on a survey prepared by R. B. Pharr & Associates,  P.A. dated April 20, 1999 and
last revised on April 26, 1999, and bearing file No. W-817B.

Parcel 3

Reciprocal  Easement and  Covenant  Agreement  for ingress,  egress and regress,
filed February 13, 1986,  between HPCC Joint Venture and Century Properties Fund
XX, recorded in Book 5174,  Page 55; First Amendment to Reciprocal  Easement and
Covenant  Agreement dated September 23, 1986,  recorded in Book 5323, Page 0336,
said Registry, as to Parcel 2.

Reciprocal  Easement and  Covenant  Agreement  for ingress,  egress and regress,
filed February 13, 1986,  between HPCC Joint Venture and Century Properties Fund
XX, recorded in Book 5174,  Page 64; First Amendment to Reciprocal  Easement and
Covenant  Agreement dated September 23, 1986,  recorded in Book 5323, Page 0332,
said Registry, as to 1.1563 acres of Parcel 1.

Non-exclusive  easements as set forth in North  Carolina  General  Warranty Deed
dated August 30, 1985, filed August 30, 1985,  executed by HPCC Joint Venture to
Carolina Country Barbeque, Inc., recorded in Book 5078, Page 656; North Carolina
Non-Warranty  Deed dated November 4, 1985,  filed November 5, 1985,  executed by
HPCC Joint Venture to Carolina Country  Barbeque,  Inc.,  recorded in Book 5118,
Page 637, said Registry and as set forth in General Warranty Deed dated November
5, 1985,  filed  November  6, 1985,  executed  by HPCC Joint  Venture to Century
Properties Fund XX, recorded in Book 5120, Page 509, said Registry,  as to 6.497
acres of Parcel 1.

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress,  egress and regress, filed November 6, 1985, between HPCC
Joint Venture,  Highland Joint Venture and Century  Properties Fund XX, recorded
in Book 5121,  Page 0134;  First  Amendment to Reciprocal  Easement and Covenant
Agreement  dated  September  23, 1986,  recorded in Book 5323,  Page 0325,  said
Registry, as to 6.497 acres of Parcel 1.


<PAGE>


                                   EXHIBIT A-2
                       LEGAL DESCRIPTION FOR HIGHLAND III
TRACT I:

ALL THAT TRACT of land in Mecklenburg  County,  North  Carolina.  described as
follows:

BEGINNING at an iron pin on the  northerly  line of J. B. Ivey & Co.  property
as described in Deed Book 2711,  page 60 of the Mecklenburg  County  Registry,
said point being  located  South 70 degrees 40 minutes 00 seconds  East 171.21
feet from the  northernmost  corner of the J. B. Ivey  property;  thence  with
seven new lines as  follows:  (1) North 19 degrees 20 minutes 00 seconds  East
71.99 feet to an iron pin;  (2) North 64  degrees  50 minutes 22 seconds  East
67.97 feet to an iron pin;  (3) North 24  degrees  58 minutes 40 seconds  West
259.74  feet to an iron pin;  (4) North 64 degrees 5l Minutes 05 seconds  East
286.72 feet to a nail;  (5) South 25 degrees 09 minutes 38 seconds East 532.26
feet to an iron pin;  (6) South 16 degrees 27 minutes 20 seconds  West  126.87
feet to an iron pin;  and (7) North 70 degrees  40  minutes  00  seconds  West
18.00  feet to an iron  pin,  said  point  being a  corner  of the J. D.  Ivey
property;  thence  with said  property  line  North 70  degrees  40 minutes 00
seconds  West  433.0  feet to the  POINT AND  PLACE OF  BEGINNING,  containing
167.602.39  square  feet or  3.8476  acres,  as  shown on plat of  Survey  for
Century Pension Income Fund XXIII, a California Limited  Partnership  prepared
by R. B. Pharr, North Carolina  Registered Land Surveyor No. 1749, R. B. Pharr
& Associates, P.A., Surveying & Mapping, dated September 19, 1986.

TRACT II:

All that  tract of land in  Mecklenburg  County,  North  Carolina  described  as
follows:

TO FIND THE TRUE POINT OF BEGINNING begin at an iron pin on the westerly line of
the Southern Railway Company property, said point being the northeasterly corner
of the J. B. Ivey and Company  property as described in Deed Book 2711, page 60,
Meckleburg County Registry;  thence with the J. B. Ivey line North 76 degrees 00
minutes  11  seconds  West  320.29  feet to an iron  pin and the  TRUE  POINT OF
BEGINNING;  thence  from the TRUE  POINT OF  BEGINNING  run North 76  degrees 00
minutes 11 seconds  West 233.50 feet to an iron pin;  thence North 22 degrees 08
minutes 00 seconds  East 83.37 feet to an iron pin;  thence  South 70 degrees 40
minutes  00  seconds  East  18.00  feet to a point;  thence  North 16 degrees 27
minutes 20  seconds  East  126.87  feet to a point:  thence  North 25 degrees 09
minutes 38 seconds  West 27.08 feet to an iron pin;  thence  South 76 degrees 25
minutes 58 seconds  East 215.34 feet to an iron pin;  thence South 13 degrees 58
minutes  20  seconds  West  230.22  feet to the POINT  AND  PLACE OF  BEGINNING.
Containing  48,418.80 square feet or 1.1115 acres as shown on plat of survey for
Century Pension Income Fund XXIII, a California Limited Partnership  prepared by
R. B. Pharr and Associates,  P.A.,  North Carolina  Registered Land Surveyor No.
1749, R. B. Pharr and Associates,  P.A.  Surveying & Mapping dated September 19,
1986.

TRACT III:

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress, egress and regress, filed February 13, 1986, between HPCC
Joint Venture and Century  Properties  Fund XX,  recorded in Book 5174, Page 64;
First  Amendment to Reciprocal  Easement and Covenant  Agreement dated September
23, 1986, recorded in Book 5323, Page 0332, said Registry.

Non-exclusive  easements as set forth in North  Carolina  General  Warranty Deed
dated August 30, 1985, filed August 30, 1985,  executed by HPCC Joint Venture to
Carolina Country Barbeque, Inc., recorded in Book 5078, Page 656; North Carolina
Non-Warranty  Deed dated November 4, 1985,  filed November 5, 1985,  executed by
HPCC Joint Venture to Carolina Country  Barbeque,  Inc.,  recorded in Book 5118,
Page 637, said Registry  (correcting the aforesaid Book 5078, Page 656 by adding
Exhibit B) and as set forth in General  Warranty  Deed dated  November  5, 1985,
filed  November 6, 1985,  executed by HPCC Joint  Venture to Century  Properties
Fund XX, recorded in Book 5120, Page 509, said Registry.

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress,  egress and regress, filed November 6, 1985, between HPCC
Joint Venture,  Highland Joint Venture and Century  Properties Fund XX, recorded
in Book 5121,  Page 0134;  First  Amendment to Reciprocal  Easement and Covenant
Agreement dated September 23, 1986, recorded in Book 5323, Page 0325.

TOGETHER WITH a non-exclusive  perpetual easement for access,  ingress,  regress
and egress,  as set forth in General  Warranty  Deed recorded in Deed Book 5321,
Page 0452 for all forms of  pedestrian  and vehicular  traffic over,  across and
through the following  described real property  located in  Mecklenburg  County,
North Carolina:
BEGINNING at a point on the  southerly  right-of-way  line of Tyvola Road,  said
point being located in a westerly  direction from the southwest  intersection of
the Southern  Railway Company property on Tyvola Road with the arc of a circular
curve having a radius of 1859.86  feet,  a distance of 334.34 feet;  thence with
the southerly right-of-way line of Tyvola Road with a variable curve to the left
having a chord  bearing South 66 degrees 32 minutes 09 seconds West 6.53 feet to
the POINT AND PLACE OF BEGINNING; running thence with the center line of a drive
as  follows:  (1) South 31 degrees 50  minutes  East 43.37 feet to a point;  (2)
South 55 degrees 40 minutes  East 122 feet to a point;  and (3) South 32 degrees
31 minutes 23 seconds East 66.77 feet to a nail;  thence the  following  courses
and  distances:  South 77 degrees  13  minutes  04 seconds  West 20.00 feet to a
point;  thence  with the arc of a circular  curve to the left having a radius of
242.35  feet,  a distance of 112.10 feet to a point;  thence North 58 degrees 50
minutes West 31.93 feet to a point;  thence with the are of a circular  curve to
the right having a radius of 183.27 feet, a distance of 86.37 feet to a point on
the  southerly  right-of-way  line of Tyvola  Road;  thence with said  southerly
right-of-way  line of Tyvola  Road with a variable  curve to the right  having a
chord  bearing of North 66 degrees 32 minutes 09 seconds  East 30.00 feet to the
POINT AND PLACE OF BEGINNING,  as shown on plat of Survey for Century Properties
Fund XX prepared by R. B. Pharr,  North  Carolina  Registered  Land Surveyor No.
1749, R. B. Pharr & Associates,  P.A.,  Surveying & Mapping,  dated  February 5,
1985, revised June 17, 1985 and updated October 25, 1985.

<PAGE>



                                  EXHIBIT 1.1.5

                            LIST OF EXCLUDED PERMITS

                             To Be Inserted, If Any


<PAGE>



                                  EXHIBIT 1.1.7

               LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT


1.    Any Buyer's Access Computer Hardware and Software.


2.    AIMCO Benchmark Series Books.

3.    Connect: Remote Horizon Software.

<PAGE>



                                  EXHIBIT 3.1.1
                             FORM OF QUITCLAIM DEEDS

                                [SEE ATTACHED]



<PAGE>


                   [FORM OF HIGHLAND I & II QUITCLAIM DEED]

Drawn by and
Return after recording to:    Loeb & Loeb, LLP
                              1000 Wilshire Boulevard, Suite 1800
                              Los Angeles, California  90017
                              Attn: Karen N. Higgins, Esq.

===============================================================================

                                NON-WARRANTY DEED

      THIS DEED made this _____ day of  _________________,  2001, by and between
High  Investors,  LTD., a  Pennsylvania  corporation,  having an address of 1853
William Penn Way,  Lancaster,  PA 17605-0008  ("GRANTOR") and CENTURY PROPERTIES
FUND XX, a California  limited  partnership having an address of Tower Two, 2000
South Colorado Boulevard,  Suite 2-1000, Denver, Colorado 80222 ("GRANTEE") (the
designation Grantor and Grantee as used herein shall include said parties, their
heirs,  successors and assigns, and shall include singular,  plural,  masculine,
feminine or neuter as required by context);

                                   WITNESSETH:

      That  Grantor,  for a  valuable  consideration  paid by the  Grantee,  the
receipt  of which is  hereby  acknowledged,  has  granted  and sold and by these
presents  does  grant,  bargain,  sell and convey unto the Grantee in fee simple
Grantor's  right,  title and interest in and to those certain lots or parcels of
land situated in Mecklenburg County, North Carolina, which are more particularly
described as follows:

      See Exhibit A attached hereto.

      TO  HAVE  AND TO  HOLD  the  aforesaid  lots or  parcels  of land  and all
privileges and appurtenances thereto belonging to the Grantee in fee simple.

      The Grantor  makes no  warranty,  express or  implied,  as to title to the
property hereinabove described.

      IN WITNESS WHEREOF,  the authorized officers of Grantor have executed this
instrument  under seal for and on behalf of Grantor  and as the act of  Grantor,
the day and year first above written.


                        Grantor:    HIGH INVESTORS, LTD., a Pennsylvania
                                    corporation

ATTEST:

_____________________________       By:                                [SEAL]
                                          -----------------------------

_____________________________       Name:
                                         ------------------------------------

                                    Its:
                                          -----------------------------------


                                    [Corporate Seal]


<PAGE>



                        FORM OF NOTARIAL ACKNOWLEDGEMENT





STATE OF
         ---------------------

COUNTY OF
          --------------------



      I, a Notary  Public  of the  County  and  State  aforesaid,  certify  that
 personally appeared before me this day and acknowledged that he/she is
, of                          , a corporation, and that he/she, as
, being duly authorized to do so, executed the foregoing on behalf of the
corporation.

      Witness my hand and notarial stamp or seal, this day of , 2001.




                                          Notary Public



My Commission Expires:
                      --------------


<PAGE>


                                   EXHIBIT "A"
                                LEGAL DESCRIPTION


That certain  tract or parcel of land  situated,  lying and being in the City of
Charlotte,  Mecklenburg  County,  North  Carolina  and being  more  particularly
described as follows:

Parcel 1

BEGINNING at an existing  iron rod at the southeast  corner of Carolina  Country
Barbecue,  Inc.  as  described  in Deed Book 5118,  Page 637 of the  Mecklenburg
County Public  Registry,  said iron being on line of Southern Railway Company as
described in Deed Book 1775, Page 31 of said registry,  and runs thence with the
westerly line of Southern  Railway  Company the following  three (3) courses and
distances:  (1) South  25-10-40  East 838.95  feet to a new iron rod,  (2) South
25-18-16 East 88.56 feet to an existing iron rod, (3) South 24-44-48 East 295.92
feet to an  existing  iron rod,  said iron  being  the  northeast  corner of The
Speizman LLC property as described in Deed Book 9324, Page 177 of said registry,
thence with the line of The Speizman LLC North  76-07-49  West 309.79 feet to an
existing iron rod, said iron being a southeast  corner of Century Pension Income
Fund XXIII as described  in Deed Book 5321,  Page 452 of said  registry,  thence
with the line of  Century  Pension  Income  Fund  XXIII the  following  four (4)
courses and  distances:  (1) North 13-49-44 East 230.36 feet to an existing iron
rod; (2) North  76-31-10 West 215.33 feet to a new nail; (3) North 25-13-46 West
505.74  feet to an  existing  nail,  (4) South  64-51-02  West 264.38 feet to an
existing iron rod said iron being a southeast  corner of Arcade Square,  Limited
Partnership as described in Deed Book 8788,  Page 486 of said  registry,  thence
with the line of Arcade Square, Limited Partnership and continuing with the line
of MAADJ Co., Inc. as described in Deed Book 7845,  Page 781 the following three
(3) courses and  distances:  (1) North  25-06-24 West 266.74 feet to an existing
iron rod;  (2) North  74-57-37  East  225.93  feet to a new iron rod;  (3) North
77-02-45  East 86.09 feet to an existing  iron rod on line of  Carolina  Country
Barbecue, Inc. as described in Deed Book 5118, Page 637 of said registry, thence
with the line of Carolina Country Barbecue, Inc. North 64-47-24 East 223.75 feet
to the point and place of BEGINNING;  containing  333,080  square feet or 7.6464
acres of land as shown on a survey  prepared by R. B. Pharr &  Associates,  P.A.
dated April 20, 1999 and last  revised on April 26,  1999,  and bearing file No.
W-817B.

Parcel 2

That certain  tract or parcel of land  situated,  lying and being in the City of
Charlotte,  Mecklenburg  County,  North  Carolina  and being  more  particularly
described as follows:

BEGINNING at new nail in the southerly margin of Tyvola Road (100' right-of-way)
said iron being the northwest corner of MAADJ Co., Inc. property as described in
Deed Book 7845, Page 781 of the  Mecklenburg  County Public  Registry,  and runs
thence with the line of MAADJ Co., Inc. property South 24-43-31 East 152.47 feet
to existing nail, said nail being a northeast  corner of Arcade Square,  Limited
Partnership as described in Deed Book 8788,  Page 486 of said  registry,  thence
with the line of Arcade Square  Limited  Partnership  South 64-30-11 West 170.53
feet to existing  nail,  thence North  25-05-17  West 153.78 feet to an existing
iron  rod,  said  iron  being on the  southerly  margin  of  Tyvola  Road  (100'
right-of-way)  and being the  northeast  corner of Wachovia  Bank & Trust Co. as
described  in Deed  Book  4485,  Page  936 of said  registry,  thence  with  the
southerly margin of Tyvola Road North 64-56-44 East 171.49 feet to the point and
place of BEGINNING; containing 26186 square feet or 0.6012 acre of land as shown
on a survey prepared by R. B. Pharr & Associates,  P.A. dated April 20, 1999 and
last revised on April 26, 1999, and bearing file No. W-817B.

Parcel 3

Reciprocal  Easement and  Covenant  Agreement  for ingress,  egress and regress,
filed February 13, 1986,  between HPCC Joint Venture and Century Properties Fund
XX, recorded in Book 5174,  Page 55; First Amendment to Reciprocal  Easement and
Covenant  Agreement dated September 23, 1986,  recorded in Book 5323, Page 0336,
said Registry, as to Parcel 2.

Reciprocal  Easement and  Covenant  Agreement  for ingress,  egress and regress,
filed February 13, 1986,  between HPCC Joint Venture and Century Properties Fund
XX, recorded in Book 5174,  Page 64; First Amendment to Reciprocal  Easement and
Covenant  Agreement dated September 23, 1986,  recorded in Book 5323, Page 0332,
said Registry, as to 1.1563 acres of Parcel 1.

Non-exclusive  easements as set forth in North  Carolina  General  Warranty Deed
dated August 30, 1985, filed August 30, 1985,  executed by HPCC Joint Venture to
Carolina Country Barbeque, Inc., recorded in Book 5078, Page 656; North Carolina
Non-Warranty  Deed dated November 4, 1985,  filed November 5, 1985,  executed by
HPCC Joint Venture to Carolina Country  Barbeque,  Inc.,  recorded in Book 5118,
Page 637, said Registry and as set forth in General Warranty Deed dated November
5, 1985,  filed  November  6, 1985,  executed  by HPCC Joint  Venture to Century
Properties Fund XX, recorded in Book 5120, Page 509, said Registry,  as to 6.497
acres of Parcel 1.

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress,  egress and regress, filed November 6, 1985, between HPCC
Joint Venture,  Highland Joint Venture and Century  Properties Fund XX, recorded
in Book 5121,  Page 0134;  First  Amendment to Reciprocal  Easement and Covenant
Agreement  dated  September  23, 1986,  recorded in Book 5323,  Page 0325,  said
Registry, as to 6.497 acres of Parcel 1.


<PAGE>


                      [FORM OF HIGHLAND III QUITCLAIM DEED]

Drawn by and
Return after recording to:    Loeb & Loeb, LLP
                              1000 Wilshire Boulevard, Suite 1800
                              Los Angeles, California  90017
                              Attn: Karen N. Higgins, Esq.

===============================================================================

                                NON-WARRANTY DEED

      THIS DEED made this _____ day of  _________________,  2001, by and between
High  Investors,  LTD., a  Pennsylvania  corporation,  having an address of 1853
William Penn Way,  Lancaster,  PA  17605-0008  ("GRANTOR")  and CENTURY  PENSION
INCOME FUND XXIII, a California  limited  partnership having an address of Tower
Two,  2000 South  Colorado  Boulevard,  Suite  2-1000,  Denver,  Colorado  80222
("GRANTEE")  (the  designation  Grantor and Grantee as used herein shall include
said parties,  their heirs,  successors and assigns, and shall include singular,
plural, masculine, feminine or neuter as required by context);

                                   WITNESSETH:

      That  Grantor,  for a  valuable  consideration  paid by the  Grantee,  the
receipt  of which is  hereby  acknowledged,  has  granted  and sold and by these
presents  does  grant,  bargain,  sell and convey unto the Grantee in fee simple
Grantor's  right,  title and interest in and to those certain lots or parcels of
land situated in Mecklenburg County, North Carolina, which are more particularly
described as follows:

      See Exhibit A attached hereto.

      TO  HAVE  AND TO  HOLD  the  aforesaid  lots or  parcels  of land  and all
privileges and appurtenances thereto belonging to the Grantee in fee simple.

      The Grantor  makes no  warranty,  express or  implied,  as to title to the
property hereinabove described.

      IN WITNESS WHEREOF, the authorized officers of Grantor, have executed this
instrument  under seal for and on behalf of Grantor  and as the act of  Grantor,
the day and year first above written.

                           Grantor: HIGH INVESTORS, LTD., a Pennsylvania
                                    corporation

ATTEST:

______________________________      By:                                [SEAL]
                                          -----------------------------

______________________________      Name:
                                         ------------------------------------

                                    Its:
                                        -------------------------------------



                                    [Corporate Seal]




<PAGE>



                        FORM OF NOTARIAL ACKNOWLEDGEMENT




STATE OF
         ---------------------

COUNTY OF
          --------------------



      I, a Notary  Public  of the  County  and  State  aforesaid,  certify  that
 personally appeared before me this day and acknowledged that he/she is
, of                          , a corporation, and that he/she, as
, being duly authorized to do so, executed the foregoing on behalf of the
corporation.

      Witness my hand and notarial stamp or seal, this day of , 2001.




                                          Notary Public



My Commission Expires:
                      --------------


<PAGE>


                                   EXHIBIT "A"
                                LEGAL DESCRIPTION


TRACT I:

ALL THAT TRACT of land in Mecklenburg  County,  North  Carolina.  described as
follows:

BEGINNING at an iron pin on the  northerly  line of J. B. Ivey & Co.  property
as described in Deed Book 2711,  page 60 of the Mecklenburg  County  Registry,
said point being  located  South 70 degrees 40 minutes 00 seconds  East 171.21
feet from the  northernmost  corner of the J. B. Ivey  property;  thence  with
seven new lines as  follows:  (1) North 19 degrees 20 minutes 00 seconds  East
71.99 feet to an iron pin;  (2) North 64  degrees  50 minutes 22 seconds  East
67.97 feet to an iron pin;  (3) North 24  degrees  58 minutes 40 seconds  West
259.74  feet to an iron pin;  (4) North 64 degrees 5l Minutes 05 seconds  East
286.72 feet to a nail;  (5) South 25 degrees 09 minutes 38 seconds East 532.26
feet to an iron pin;  (6) South 16 degrees 27 minutes 20 seconds  West  126.87
feet to an iron pin;  and (7) North 70 degrees  40  minutes  00  seconds  West
18.00  feet to an iron  pin,  said  point  being a  corner  of the J. D.  Ivey
property;  thence  with said  property  line  North 70  degrees  40 minutes 00
seconds  West  433.0  feet to the  POINT AND  PLACE OF  BEGINNING,  containing
167.602.39  square  feet or  3.8476  acres,  as  shown on plat of  Survey  for
Century Pension Income Fund XXIII, a California Limited  Partnership  prepared
by R. B. Pharr, North Carolina  Registered Land Surveyor No. 1749, R. B. Pharr
& Associates, P.A., Surveying & Mapping, dated September 19, 1986.

TRACT II:

All that  tract of land in  Mecklenburg  County,  North  Carolina  described  as
follows:

TO FIND THE TRUE POINT OF BEGINNING begin at an iron pin on the westerly line of
the Southern Railway Company property, said point being the northeasterly corner
of the J. B. Ivey and Company  property as described in Deed Book 2711, page 60,
Meckleburg County Registry;  thence with the J. B. Ivey line North 76 degrees 00
minutes  11  seconds  West  320.29  feet to an iron  pin and the  TRUE  POINT OF
BEGINNING;  thence  from the TRUE  POINT OF  BEGINNING  run North 76  degrees 00
minutes 11 seconds  West 233.50 feet to an iron pin;  thence North 22 degrees 08
minutes 00 seconds  East 83.37 feet to an iron pin;  thence  South 70 degrees 40
minutes  00  seconds  East  18.00  feet to a point;  thence  North 16 degrees 27
minutes 20  seconds  East  126.87  feet to a point:  thence  North 25 degrees 09
minutes 38 seconds  West 27.08 feet to an iron pin;  thence  South 76 degrees 25
minutes 58 seconds  East 215.34 feet to an iron pin;  thence South 13 degrees 58
minutes  20  seconds  West  230.22  feet to the POINT  AND  PLACE OF  BEGINNING.
Containing  48,418.80 square feet or 1.1115 acres as shown on plat of survey for
Century Pension Income Fund XXIII, a California Limited Partnership  prepared by
R. B. Pharr and Associates,  P.A.,  North Carolina  Registered Land Surveyor No.
1749, R. B. Pharr and Associates,  P.A.  Surveying & Mapping dated September 19,
1986.

TRACT III:

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress, egress and regress, filed February 13, 1986, between HPCC
Joint Venture and Century  Properties  Fund XX,  recorded in Book 5174, Page 64;
First  Amendment to Reciprocal  Easement and Covenant  Agreement dated September
23, 1986, recorded in Book 5323, Page 0332, said Registry.

Non-exclusive  easements as set forth in North  Carolina  General  Warranty Deed
dated August 30, 1985, filed August 30, 1985,  executed by HPCC Joint Venture to
Carolina Country Barbeque, Inc., recorded in Book 5078, Page 656; North Carolina
Non-Warranty  Deed dated November 4, 1985,  filed November 5, 1985,  executed by
HPCC Joint Venture to Carolina Country  Barbeque,  Inc.,  recorded in Book 5118,
Page 637, said Registry  (correcting the aforesaid Book 5078, Page 656 by adding
Exhibit B) and as set forth in General  Warranty  Deed dated  November  5, 1985,
filed  November 6, 1985,  executed by HPCC Joint  Venture to Century  Properties
Fund XX, recorded in Book 5120, Page 509, said Registry.

Non-exclusive  easements  as set  forth  in  Reciprocal  Easement  and  Covenant
Agreement for ingress,  egress and regress, filed November 6, 1985, between HPCC
Joint Venture,  Highland Joint Venture and Century  Properties Fund XX, recorded
in Book 5121,  Page 0134;  First  Amendment to Reciprocal  Easement and Covenant
Agreement dated September 23, 1986, recorded in Book 5323, Page 0325.

TOGETHER WITH a non-exclusive  perpetual easement for access,  ingress,  regress
and egress,  as set forth in General  Warranty  Deed recorded in Deed Book 5321,
Page 0452 for all forms of  pedestrian  and vehicular  traffic over,  across and
through the following  described real property  located in  Mecklenburg  County,
North Carolina:
BEGINNING at a point on the  southerly  right-of-way  line of Tyvola Road,  said
point being located in a westerly  direction from the southwest  intersection of
the Southern  Railway Company property on Tyvola Road with the arc of a circular
curve having a radius of 1859.86  feet,  a distance of 334.34 feet;  thence with
the southerly right-of-way line of Tyvola Road with a variable curve to the left
having a chord  bearing South 66 degrees 32 minutes 09 seconds West 6.53 feet to
the POINT AND PLACE OF BEGINNING; running thence with the center line of a drive
as  follows:  (1) South 31 degrees 50  minutes  East 43.37 feet to a point;  (2)
South 55 degrees 40 minutes  East 122 feet to a point;  and (3) South 32 degrees
31 minutes 23 seconds East 66.77 feet to a nail;  thence the  following  courses
and  distances:  South 77 degrees  13  minutes  04 seconds  West 20.00 feet to a
point;  thence  with the arc of a circular  curve to the left having a radius of
242.35  feet,  a distance of 112.10 feet to a point;  thence North 58 degrees 50
minutes West 31.93 feet to a point;  thence with the are of a circular  curve to
the right having a radius of 183.27 feet, a distance of 86.37 feet to a point on
the  southerly  right-of-way  line of Tyvola  Road;  thence with said  southerly
right-of-way  line of Tyvola  Road with a variable  curve to the right  having a
chord  bearing of North 66 degrees 32 minutes 09 seconds  East 30.00 feet to the
POINT AND PLACE OF BEGINNING,  as shown on plat of Survey for Century Properties
Fund XX prepared by R. B. Pharr,  North  Carolina  Registered  Land Surveyor No.
1749, R. B. Pharr & Associates,  P.A.,  Surveying & Mapping,  dated  February 5,
1985, revised June 17, 1985 and updated October 25, 1985.

<PAGE>


                                 EXHIBIT 7.2.1.1

                          FORM OF SPECIAL WARRANTY DEED


Drawn by and
Return after recording to:
                                    ------------------


================================================================================

                              SPECIAL WARRANTY DEED

      THIS   DEED   made   this   _____   day   of   _____________,   2001,   by
___________________________, having a principal address at Tower Two, 2000 South
Colorado  Boulevard,  Suite  2-1000,  Denver,  Colorado  80222  ("GRANTOR")  and
_______________________________________  having an address of 1853  William Penn
Way, Lancaster,  PA 17605-0008  ("GRANTEE") (the designation Grantor and Grantee
as used herein shall include said parties, their heirs,  successors and assigns,
and shall include singular, plural, masculine, feminine or neuter as required by
context);

                                   WITNESSETH:

      That  Grantor,  for a  valuable  consideration  paid by the  Grantee,  the
receipt  of which is  hereby  acknowledged,  has  granted  and sold and by these
presents  does  grant,  bargain,  sell and convey unto the Grantee in fee simple
those  certain lots or parcels of land  situated in  Mecklenburg  County,  North
Carolina, which are more particularly described as follows:

      See Exhibit "A" attached hereto and incorporated herein.

      TOGETHER with all and singular the hereditaments and appurtenances thereto
belonging,  or in  anywise  appertaining,  and  the  reversion  and  reversions,
remainder and remainders, rents, issues and profits thereof, and all the estate,
right, title interest,  claim and demand whatsoever of Grantor, either in law or
equity,  of, in and to the above  bargained  premises,  with the  hereditaments,
easements, rights of way and appurtenances,  and with all of Grantor's interest,
if any, in and to any and all minerals,  water, ditches,  wells,  reservoirs and
drains,  and all water,  ditch,  well,  reservoir and drainage  rights which are
appurtenant to, located on, now or hereafter  acquired under or above or used in
connection with the property.

      The property  hereinabove  described was acquired by Grantor by instrument
recorded on _________,  in Book _____,  Page _____,  Mecklenburg  County,  North
Carolina Public Registry (the "Registry").

      TO  HAVE  AND TO  HOLD  the  aforesaid  lots or  parcels  of land  and all
privileges and appurtenances thereto belonging to the Grantee in fee simple.

      And the Grantor covenants with the Grantee,  that Grantor has done nothing
to impair such title as Grantor  received,  and Grantor  will warrant and defend
the title  against  the  claims of all  persons  claiming  by,  under or through
Grantor, except for the exceptions hereinafter stated.

      Title to the property  hereinabove  described is subject to the  following
exceptions:

            All easements,  rights of way, conditions and restrictions set forth
            on Exhibit "B" and valorem taxes for the year 2001.


<PAGE>


      IN  WITNESS  WHEREOF,  the  Grantors'  general  partner  has  caused  this
instrument to be duly executed by its duly  authorized  officers and its seal to
be hereunto affixed for and on behalf of and under seal of Grantor,  the day and
year first above written.

Grantor:                            [NAME OF GRANTOR]

[Corporate Seal]

ATTEST:

-----------------------------
_____________________ Secretary


<PAGE>


                            Notarial Acknowledgement

                               [TO BE ATTACHED]


<PAGE>


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

                               [TO BE ATTACHED]



<PAGE>


                                   EXHIBIT "B"

                               EXCEPTIONS TO TITLE

                               [TO BE INSERTED]


<PAGE>




                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is executed by CENTURY  PROPERTIES FUND
XX, a California limited partnership  ("Century XX"), and CENTURY PENSION INCOME
FUND XXIII, a California limited  partnership  ("Century XXIII")  (collectively,
the  "Seller")  in favor of HIGH  INVESTORS,  LTD., a  Pennsylvania  corporation
("Purchaser").


      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of April ____, 2001 ("Purchase Contract"), in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibits A-1 and A-2 attached thereto and the improvements  located
thereon (collectively, the "Project").


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

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:
1.    As used herein, the term "Property" shall mean the following property
to the extent said property is owned by Seller and used in, held for use in
connection with, or necessary for the operation of the Project:

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

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

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

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

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

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

3.  Assumption.  Purchaser  expressly  agrees to assume and hereby  assumes  all
liabilities  and  obligations of the Seller in connection  with the Property and
agrees to perform all of the covenants  and  obligations  of Seller  thereunder.
Purchaser further agrees to indemnify,  defend and hold Seller harmless from and
against any and all cost,  loss,  harm or damage  which may arise in  connection
with the Property  from and after the date hereof.  Seller  agrees to indemnify,
defend and hold Purchaser harmless from and against any and all cost, loss, harm
or damage which arose prior to the date hereof in connection  with the Property;
provided, however, Seller's indemnity shall only survive Closing for a period of
one (1) year (the "Survival  Period") and Seller shall have no further liability
after the Survival Period with respect to any indemnification contained herein.

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

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

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

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

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

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

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

WITNESS the signatures and seals of the undersigned.

Dated:                  , 2001
      ------------------


                                     Seller:

                                    CENTURY PROPERTIES FUND XX, a California
                                    limited partnership

[Corporate Seal]                    By:   Fox Partners III, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, Its General
                                                Partner


                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                                    CENTURY PENSION INCOME FUND XXIII, a
                                    California limited partnership

[Corporate Seal]                    By:   Fox Partners V, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, a California
                                                corporation, Its General
                                                Partner



                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                       [Signatures Continued on Next Page]

                                   Purchaser:

                                    HIGH INVESTORS, LTD., a Pennsylvania
                                   corporation


[Corporate Seal]                    By:
                                                ------------------------------
                                                ,[SEAL]
                                       Name:                                ,
                                             -------------------------------
                                       Title:
                                             --------------------------------



<PAGE>
                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment") is executed by CENTURY PROPERTIES
FUND XX, a California  limited  partnership  ("Century XX"), and CENTURY PENSION
INCOME  FUND  XXIII,  a  California   limited   partnership   ("Century  XXIII")
(collectively,  the "Seller") in favor of HIGH  INVESTORS,  LTD., a Pennsylvania
corporation ("Purchaser").


      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of April ____, 2001 ("Purchase Contract"), in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibits A-1 and A-2 attached thereto and the improvements  located
thereon collectively, the "Project").


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

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

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

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

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

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities and  obligations of the Seller in connection with the  Miscellaneous
Property  Assets and agrees to perform all of the covenants and  obligations  of
Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
harmless from and against any and all cost, loss, harm or damage which may arise
in connection with the Miscellaneous Property Assets, pertaining to acts arising
on and after  the date  hereof.  Seller  agrees to  indemnify,  defend  and hold
Purchaser harmless from and against any and all cost, loss, harm or damage which
may arise in connection with the  Miscellaneous  Property Assets,  pertaining to
acts arising on or before the date hereof; provided, however, Seller's indemnity
shall only survive Closing for a period of one (1) year (the "Survival  Period")
and Seller  shall have no  further  liability  after the  Survival  Period  with
respect to any indemnification contained herein.

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

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

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

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

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

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

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


                    [Remainder of Page Intentionally Left Blank]

<PAGE>

      WITNESS the signatures and seals of the undersigned.


                                     Seller:

                                    CENTURY PROPERTIES FUND XX, a California
                                    limited partnership

[Corporate Seal]                    By:   Fox Partners III, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, Its General
                                                Partner


                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                                    CENTURY PENSION INCOME FUND XXIII, a
                                    California limited partnership

[Corporate Seal]                    By:   Fox Partners V, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, a California
                                                corporation, Its General
                                                Partner



                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                                   Purchaser:

                                    HIGH INVESTORS, LTD., a Pennsylvania
                                    corporation


[Corporate Seal]                    By:
                                       ---------------------------------------
                                     [SEAL]
                                       Name:                                ,
                                             -------------------------------
                                       Title:
                                             --------------------------------


                                    Exhibit B

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT  ("Escrow  Agreement") made this _____ day of April,
2001 by and among CENTURY PROPERTIES FUND XX, a California  limited  partnership
("Century  XX"), and CENTURY  PENSION  INCOME FUND XXIII,  a California  limited
partnership ("Century XXIII")  (collectively,  the "Seller") and HIGH INVESTORS,
LTD.,  a  Pennsylvania  corporation   ("Purchaser")  and  FIRST  AMERICAN  TITLE
INSURANCE COMPANY ("Escrow Agent");

                                   WITNESSETH:

      Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
Contract  (the  "Purchase  Contract")  made and dated as of the  ________ day of
April, 2001; and

      Whereas,  the Purchase  Contract requires that Purchaser provide a deposit
in the amount of One Hundred Fifty Thousand and No/100 Dollars  ($150,000.00) in
cash (the  "Deposit"),  to be held pursuant to an escrow  agreement  approved by
Purchaser and Seller; and

      Whereas,  the Purchase  Contract  provides  that  Purchaser may extend the
scheduled  Closing  Date  for  an  additional  thirty  (30)  days  upon  certain
conditions  including payment of an additional deposit in the sum of One Hundred
Fifty Thousand and No/100 Dollars  ($150,000.00) in cash (the "Closing Extension
Option Deposit").

      Now, therefore, the parties agree to the following:


1.  Establishment  of Escrow.  Escrow Agent hereby  acknowledges  receipt of One
Hundred Fifty Thousand and No/100 dollars  ($150,000.00)  in cash  (constituting
the Deposit), to be deposited,  held, invested, and disbursed for the benefit of
Seller and Purchaser and their  respective  successors and assigns,  as provided
herein and as  provided  in the  Purchase  Contract.  Escrow  Agent also  hereby
acknowledges  receipt of quitclaim  deeds executed by Purchaser  copies of which
are attached (collectively, the "Quitclaim Deed") and agrees to hold and release
the Quitclaim Deed in accordance with the terms of this Escrow Agreement.


2. Investment of Escrow Fund. All funds received by Escrow Agent,  including the
Deposit and the Closing  Extension  Option  Deposit  (collectively,  the "Escrow
Fund"), shall be held in FDIC-insured  accounts and invested in such short-term,
interest-bearing bank accounts, or bank certificates of deposit as Escrow Agent,
in its discretion,  deems suitable  (provided that Escrow Agent shall invest the
Escrow  Fund as jointly  directed  by Seller  and  Purchaser  should  Seller and
Purchaser each in their respective sole discretion determine to issue such joint
investment instructions to the Escrow Agent) and all interest and income thereon
shall become part of the Escrow Fund and shall be remitted to the party entitled
to the Escrow Fund, as set forth below.

3.  Application  of Escrow  Fund.  Escrow  Agent  shall hold the Escrow  Fund as
provided  above and (a) if the sale of the  Property is closed by the date fixed
therefor (or any extension  date provided for by mutual  written  consent of the
parties hereto,  given or withheld in their respective sole discretion),  Escrow
Agent shall return the  Quitclaim  Deed to Purchaser and deliver the Escrow Fund
to Seller in immediately available funds by wire transfer in accordance with the
instructions  of  Seller  on the  Closing  Date  as set  forth  in the  Purchase
Contract,  (b) if the sale of the  Property  is not  closed  by the  date  fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition  precedent to Purchaser's  obligations,  the Escrow Agent shall return
and  refund  the  Escrow  Fund to  Purchaser  and shall  forthwith  deliver  the
Quitclaim  Deed to Seller,  (c) if the sale of the Property is not closed by the
date fixed therefor (or any such extension date) owing to failure of performance
by Seller,  Purchaser  shall give  Notice to the Escrow  Agent and Seller and in
such  Notice  shall state  whether it elects as its remedy  return of the Escrow
Fund or specific  performance  of the Purchase  Contract;  if  Purchaser  elects
return of the Escrow Fund,  Escrow Agent shall return and refund the Escrow Fund
to Purchaser and shall  forthwith  deliver the Quitclaim Deed to Seller,  (d) if
the sale of the  Property is not closed by the date fixed  therefor (or any such
extension date) owing to failure of performance by Purchaser, Escrow Agent shall
forthwith  deliver  to  Seller  the  Quitclaim  Deed  and  the  Escrow  Fund  in
immediately available funds by wire transfer in accordance with the instructions
of Seller,  and (e) if Purchaser shall have canceled the Purchase Contract on or
before the  expiration  of the  Feasibility  Period (as defined in the  Purchase
Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser
and shall forthwith deliver the Quitclaim Deed to Seller.

      If on or prior to the termination of the Escrow Agreement,  a party claims
to be entitled to payment of the Escrow Fund under the  provisions  referred to,
such party  shall give  Notice to the  Escrow  Agent and the other  party of the
claim in writing,  describing  in such  Notice the nature of the claim,  and the
provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
other party sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming  party,  within ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written  consent of the parties  hereto,
given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
within  two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
immediately preceding paragraph.

      When all monies  held by Escrow  Agent have been  finally  distributed  in
accordance herewith, this Escrow Agreement shall terminate.

4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply  therewith as long as such  disagreement  continues and
make no delivery or other  disposition  of any funds or property  then held (and
Escrow  Agent  shall not be or  become  liable  in any way for such  failure  or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care,  willful breach and willful  misconduct);  and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement  and,  Escrow Agent has been  notified  thereof in writing
signed  jointly by Seller and  Purchaser or (iii) to  interplead  the portion of
Escrow Fund in dispute.

5. No  Obligation  to Take Legal  Action.  Escrow  Agent  shall not be under any
obligation to take any legal action in connection with this Escrow  Agreement or
for its enforcement,  or to appear in, prosecute,  or defend any action or legal
proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
furnished  with  satisfactory  security  and  indemnity  against all such costs,
expenses, losses, or liabilities.

6. Status of Escrow Agent.  Escrow Agent is to be  considered  and regarded as a
depository  only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful  misconduct) for the sufficiency
or  correctness as to form,  manner of execution,  or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
shall be limited to the  safekeeping of the Quitclaim  Deed and the  safekeeping
and investment of money,  instruments,  and securities  received by it as Escrow
Agent  and  for  their  disbursement  in  accordance  with  the  written  escrow
instructions given it in accordance with this Escrow Agreement.

7. Written  Instructions  of Parties.  Notwithstanding  any  contrary  provision
contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
authority and the duty and obligation to pay over and disburse the principal and
interest  of the Escrow Fund AND  Quitclaim  Deed in  accordance  with the joint
written instructions signed by Seller and Purchaser.

8. Notices.  Any required or permitted Notice or other  communication under this
Escrow Agreement  ("Notice") shall be given as follows.  All Notices,  requests,
demands  and other  communications  hereunder  shall be deemed to have been duly
given if the same shall be in writing and shall be delivered  personally or sent
by federal  express  or other  recognized  national  overnight  courier  service
maintaining  records of  delivery,  or sent by  registered  or  certified  mail,
postage  pre-paid,  , or  sent  by  facsimile  transmission  (with a copy of the
facsimile  confirmation and the facsimile  transmission  also sent by U.S. Mail)
and addressed as set forth below:

            If to Seller:                     If to Purchaser:


            CENTURY PROPERTIES FUND XX        HIGH INVESTORS, LTD.
            Tower Two, 2000 South Colorado    1853 William Penn Way
            Boulevard, Suite 2-1000           Lancaster, Pennsylvania
            Denver, Colorado  80222           17605-0008
            Attn:  Mr. Harry Alcock           Attn:  Mr. Bruce Tahsler,
            Facsimile No. (303) 692-0786      Senior Vice President
                                              Facsimile No. (717) 293-4555
                  And

            CENTURY PENSION INCOME FUND XXIII
            Tower Two, 2000 South Colorado
            Boulevard, Suite 2-1000
            Denver, Colorado  80222
            Attn:  Mr. Harry Alcock
            Facsimile No. (303) 692-0786



                  And                               With a copy to

            ARGENT REAL ESTATE                STEVENS & LEE
            1401 Brickell Avenue, Suite 520   One Penn Square
            Miami, Florida  33131             Lancaster, Pennsylvania 17602
            Attn:  Mr. David Marquette        Attn: Scott H. Spencer, Esq.
            Facsimile No. (305) 371-6898      Facsimile No. (717) 394-7726

                  With a copy to              If to Escrow Agent:

            LOEB & LOEB, LLP                  FIRST AMERICAN TITLE INSURANCE
            1000 Wilshire Boulevard, Suite    COMPANY
            1800                              801 East Morehead Street, Suite
            Los Angeles, California  90017    301
            Attn: Andrew S. Clare, Esq.       Charlotte, North Carolina  28202
                  Karen N. Higgins, Esq.      Attn: Mr. Will Webb
            Facsimile No. (213) 688-3460      Facsimile No. (704) 334-0768

      Any party may change the address to which  Notices are to be  addressed by
giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
Notices, requests, demands and other communications shall be deemed to have been
delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier,  or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return  receipt card, in the case of mailing by certified or
registered United States mail.

9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
including  reasonable  attorney's  fees,  incurred  or paid in  connection  with
carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
fail to act as required by this Escrow Agreement.

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

11.   Counterparts.  This  Escrow  Agreement  may be executed in any number of
counterparts,  each of which  shall be  deemed an  original,  but all of which
shall constitute one and the same instrument.

12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow  Agreement  shall operate as a waiver of any other breach of such
term or condition or of any other term or condition.  No failure to enforce such
provision  shall operate as a waiver of such provision or of any other provision
hereof,  or  constitute  or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.

13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.  The parties  recognize and  acknowledge  that the powers and authority
granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
judgment in the  performance  of any function  hereunder,  except for failure to
exercise due care, willful breach and willful misconduct.

14.   Nonlimitation  of Liability.  Nothing  contained herein shall in any way
limit the  liabilities,  obligations  and remedies of Seller and  Purchaser as
set forth in the Purchase Contract.

15.   Governing  Law.  This  Escrow   Agreement   shall  be  governed  by  and
construed in accordance with the laws of the State of North Carolina.

16.   Time of Essence.  Time is of the essence of this Escrow Agreement.

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


                    [Remainder of Page Intentionally Left Blank]
<PAGE>

      In witness  whereof  each of the  parties  hereto has caused  this  Escrow
Agreement to be executed  under seal on its behalf by duly  authorized  persons,
all as of the day and year first above written.


                                     Seller:

                                    CENTURY PROPERTIES FUND XX, a California
                                    limited partnership

[Corporate Seal]                    By:   Fox Partners III, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, Its General
                                                Partner


                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                                    CENTURY PENSION INCOME FUND XXIII, a
                                    California limited partnership

[Corporate Seal]                    By:   Fox Partners V, a California
                                          general partnership, Its General
                                          Partner

                                          By:   Fox Capital Management
                                                Corporation, a California
                                                corporation, Its General
                                                Partner



                                                By:                    [SEAL]
                                                      -----------------

                                                Its:
                                                      -----------------------


                       [Signatures Continued on Next Page]



<PAGE>


                                   Purchaser:

                                    HIGH INVESTORS, LTD., a Pennsylvania
                                    corporation


[Corporate Seal]                    By:
                                       ---------------------------------------
                                     [SEAL]
                                       Name:                                ,
                                             -------------------------------
                                       Title:
                                             --------------------------------




                                    Escrow Agent:



                                    FIRST AMERICAN TITLE INSURANCE COMPANY



                                     By:                              ,[SEAL]
                                         -----------------------------

[Corporate Seal]                    Title:
                                          -----------------------------------



<PAGE>


                                 EXHIBIT 8.1.1.9

                                    RENT ROLL

                               [TO BE ATTACHED]



<PAGE>


                                  EXHIBIT 9.1.4

                             FORM OF TENANT ESTOPPEL

TENANT ESTOPPEL CERTIFICATE

To:   HIGH INVESTORS, LTD., its successors, assigns and lender
      Attention:
                --------------


RE:   Lease dated ____________, ____, between                              ,
                                              -----------------------------
      a                      , as "Landlord", and
        ---------------------
      ____________________________________, as "Tenant" (which together with
      any modifications in Paragraph 5 are collectively referred to as the
      "Lease"), demising premises located and addressed as:
      ____________________________________ (the "Leased Premises") being part
      of the Highland Park Commerce Center, Mecklenburg County, North
      Carolina (the "Property")

Gentlemen:

      The  undersigned  Tenant,  having the power and authority to do so, hereby
states,  certifies and affirms to all to whom this  Certificate may be presented
as follows:

      1. Landlord has fully performed all  obligations  relating to construction
of the Leased Premises and leasehold improvements as described in the Lease, and
Tenant has unconditionally  accepted the Leased Premises. No monies,  including,
but not limited to any tenant allowances,  are owed by Landlord to Tenant except
the following: __________________________________
for
    --------------------------------------
                                                                        .
[insert "None" if none]

      2.  Landlord  has not  breached  or failed to comply  with any term of the
Lease,  and  Landlord  is not in default in the  performance  by Landlord of its
obligations under the Lease.

      3. Tenant has not breached or failed to comply with any term of the Lease,
and Tenant is not in default of the Lease. Tenant has not transferred,  assigned
or sublet, or agreed to transfer,  assign, or sublet,  its interest in the Lease
or any part thereof, except as follows: .
[insert "None" if none]

      4.    The Lease term commenced on ________________, and shall expire
(unless sooner terminated or extended as in the Lease provided) on
_______________; and the Lease contains the following renewal options:
 .
[insert "None" if none].

      5.    The Lease has not been modified, altered or amended except as
follows:

------------------------------------------------------------------------
                                                            [list all
------------------------------------------------------------
amendments
and modifications or write "None" if none].

      6.    No free rent, reduced or deferred rental has been granted except
as set forth on the Lease or as follows:
[insert "None" if none].

      7. The current minimum monthly rental is  $___________.  No rent under the
Lease  has been  paid more than  thirty  (30) days in  advance  of its due date.
Tenant  acknowledges  that all  additional  rent (charges for taxes,  insurance,
percentage rent, if any,  maintenance,  common areas, etc.) are payable pursuant
to the terms of the Lease.

      8. The amount of the  security  deposit  [initially]  deposited  by Tenant
under the  Lease is  $_______  [and the  amount of the  security  deposit  which
continues  to be held by Landlord  under the Lease is now  $_________].  [insert
"None" if none].

      9.    Tenant has been granted no option or other right to purchase the
Property or Leased Premises or any portion thereof.

      10.  There has not been  filed by or  against,  nor,  is there  threatened
against or  contemplated  by Tenant,  a petition  in  bankruptcy,  voluntary  or
otherwise,  any  assignment for the benefit of creditors,  any petition  seeking
reorganization  or arrangement under the bankruptcy laws of the United States or
the debtor  relief laws of any state,  or any other  action  brought  under such
bankruptcy or debtor relief laws.

      11. Tenant  acknowledges  that Landlord is currently  contemplating a sale
and/or  refinancing  of the Property and agrees that the  information  furnished
herein may be supplied to any or all of the  proposed  purchaser,  purchaser  or
lender and others of the Property (or any portion  thereof) or any  successor or
assign of any of the  foregoing  or others  and that  such  proposed  purchaser,
purchaser  or lender and others and any  successor  or assign may rely upon this
Certificate  and all of the  statements  herein  contained  as  being  true  and
accurate.

      IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed, under seal, and delivered as of the day and year first above written.

TENANT:


By:________________________________

Name:_____________________________



<PAGE>
                                TABLE OF CONTENTS


                                                                           Page

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

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................3

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

ARTICLE 4   FINANCING.......................................................5

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

ARTICLE 6   TITLE...........................................................7

ARTICLE 7   CLOSING........................................................10

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS
            OF SELLER AND PURCHASER........................................15

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18

ARTICLE 10  BROKERAGE......................................................19

ARTICLE 11  POSSESSION.....................................................20

ARTICLE 12  DEFAULTS AND REMEDIES..........................................20

ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................21

ARTICLE 14  RATIFICATION...................................................22

ARTICLE 15  EMINENT DOMAIN.................................................22

ARTICLE 16  MISCELLANEOUS..................................................22

<PAGE>

                        FIRST AMENDMENT AND REINSTATMENT
                         TO PURCHASE AND SALE AGREEMENT

                           (Highland Park I, II & III)

      This  Reinstatement and First Amendment To Purchase and Sale Agreement and
Joint  Escrow  Instructions  (this  "Agreement")  is  entered  into  as  of  the
twenty-fourth  day of  September,  2001,  by and among HIGH  INVESTORS,  LTD., a
Pennsylvania corporation ("Buyer"), and CENTURY PROPERTIES FUND XX, a California
limited  partnership  ("Century  XX") and CENTURY  PENSION  INCOME FUND XXIII, a
California limited partnership  ("Century  XXIII")(collectively,  the "Seller"),
with  respect to an escrow  established  with  First  American  Title  Insurance
Company ("Escrow Agent").

                                    RECITALS
A. Buyer and Seller executed that certain  Purchase and Sale Agreement and Joint
Escrow  Instructions  dated as of April 26,  2001 (the  "Contract",  pursuant to
which Seller agreed to sell and Buyer agreed to purchase,  certain real property
located in the County of Mecklenburg, state of North Carolina and commonly known
as "Highland Park Commerce Center" (the "Property").

B.    Pursuant  to the  Contract,  Buyer  placed an earnest  money  deposit of
$150,000.00  (the  "Deposit"),  which  Deposit has properly  been  returned to
Buyer.

C.    Pursuant  to a letter  dated as of May 31,  2001 from Bruce D.  Tahsler,
Senior Vice President,  High Investors,  Ltd., to Seller, Buyer terminated the
Contract.  Seller  and Buyer  desire to  reinstate  and  modify  the  Contract
pursuant to the terms set forth below.

D.    Capitalized  terms not otherwise  defined herein shall have the meanings
ascribed to them in the Contract.

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

1.    Reinstatement.  The Contract is hereby  reinstated  as if such  Contract
had never  been  terminated  and shall  remain in full  force and  effect  and
binding on the parties  hereto,  subject to the terms and  conditions  thereof
and hereof.

2. Purchase  Price.  For valuable  consideration  the receipt and sufficiency of
which is hereby acknowledged, the Purchase Price is hereby reduced by the sum of
$450,000.00 from $9,450,000.00 to $9,000,000.00 (which consists of $5,553,000.00
for the portion of the Property known as Highland I and II and $3,447,000.00 for
the portion of the Property  known as Highland III).

3. Extension of Feasibility  Period.  The Feasibility  Period is hereby extended
only for Buyer's Phase II Assessment Work (as hereinafter  defined) from May 31,
2001 to the date which is thirty (30) days after the date of this  Reinstatement
(the "Extended Feasibility Date").

4. Waiver of Feasibility Period  Contingencies.  Notwithstanding that Seller has
agreed to extend the  expiration of the  Feasibility  Period to August 10, 2001,
Buyer  hereby  agrees and  acknowledges  that except for  Buyer's  Phase II site
assessment and soil testing and other work described in Paragraph 16 (the "Phase
II Assessment  Work") to be performed by LawGibb Group,  ("LawGibb"),  and other
contractors,  all other  contingencies  in connection with Buyer's due diligence
during the  Feasibility  Period have been satisfied or waived by Purchaser as of
the date hereof.

5. Completion & Payment of Phase II Site Assessment Work. Buyer
hereby agrees to use diligent  efforts to cause the Phase II Assessment  Work to
be completed by the Extended Feasibility Date, and Buyer shall furnish to Seller
evidence that LawGibb has performed the Phase II Assessment Work.  Additionally,
Buyer  shall  provide  Seller  with  copies of the  report  issued by LawGibb in
connection  with its Phase II  Assessment  Work within  three (3) days after its
completion  thereof.  Buyer, at its sole cost and expense,  shall be responsible
for payment of any studies and tests made in connection  with LawGibb's Phase II
Assessment Work, which payment shall be made to LawGibb prior to Closing.  Buyer
shall cause the contractor  performing the Phase II Assessment Work on behalf of
LawGibb to execute and file a mechanics lien waiver prior to the commencement of
any such work in accordance  with the provisions of Section 5.4 of the Contract.
In any event,  the  indemnification  provisions  of Section 5.3 of the  Contract
shall  remain  in full  force  and  effect  in  connection  with all of  Buyer's
Feasibility Period inspections, including the Phase II Assessment Work.

6.    Extension  of Closing  Date.  The Closing Date is hereby  extended  from
July  2,  2001  to the  date  which  is  ten  (10)  days  after  the  Extended
Feasibility  Date.  Buyer hereby  agrees and  acknowledges  that it has waived
its extension right as set forth in Section 7.1.2 of the Contract.

7.    Satisfaction  of Delivery of Minimum Tenant  Estoppels  Required.  Buyer
hereby  agrees and  acknowledges  that with  regard to the  delivery of tenant
estoppel  certificates pursuant to the terms of Section 9.1.4 of the Contract,
Seller has delivered and satisfied the Minimum Tenant Estoppels Required.

8.    Leasing.  Buyer hereby agrees and acknowledges  that it has approved the
lease  renewal for  Charlotte  Data Entry,  Inc.,  located at 810 Tyvola Road,
Suite 100,  being a part of the Property  also known as Highland Park III, and
agrees that it shall be liable for the payment of all tenant  improvements and
leasing commissions in connection with this lease renewal.

9.    Right of First Refusal.  Buyer hereby agrees and  acknowledges  that its
purchase  of the  Property  is subject to any  interest  The United  Methodist
Publishing  House,   successor-in-interest  to  United  Methodist  Church,  an
Illinois  corporation,  d/b/a  Cokesbury  Books,  may have with respect to any
future offer Buyer  receives  that  involves only the purchase of a portion of
the Property located at 726 Tyvola Road, Charlotte,  North Carolina,  totaling
approximately  7,000  square  feet,  located  in a  portion  of  the  Property
commonly known as Highland Park Commerce Center, Phase III.

10.   Deliveries  to Seller.  In the event the Contract is terminated by Buyer
prior to Closing in  accordance  with the terms of the  Contract,  Buyer shall
provide  Seller with copies of any reports  prepared  and  compiled by Buyer's
Consultants, in accordance with Section 12.2 of the Contract.

11.   Effectiveness  of Contract.  Except as modified by this  Agreement,  all
the terms of the Contract shall remain unchanged and in full force and effect.

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

13.   Telecopied  Signatures.  A counterpart of this  Agreement  signed by one
party to this  Agreement and  telecopied to the other party to this  Agreement
or  its  counsel  (i) shall  have  the  same  effect  as  an  original  signed
counterpart of this Agreement,  and (ii) shall be conclusive proof, admissible
in judicial proceedings, of such party's execution of this Agreement.

14.   No  Further  Modifications.  All  other  terms  and  conditions  of  the
Contract remain in full force and effect.

15.   Deposit.  On the date of this  Reinstatement,  Buyer shall again deliver
the $150,000 Deposit to the Escrow Agent.

16.   Nature of Work.  It is  understood  and agreed  that  Buyer,  at Buyer's
expense  will  conduct  the Phase II  Assessment  Work in the  space  formerly
occupied by Goodyear in the  building at 806 Tyvola  Road,  and that this work
will  involve  the  removal  of  4  single  post  and  4  double  post  rotary
underground lifts and associated  equipment and underground lines, pumping out
all oil, sawing the concrete and paving back,  removing all contaminated soil,
and properly disposing all contaminated soil, and additional soil testing.

<PAGE>


            IN WITNESS  WHEREOF,  Seller and Buyer have  entered into this First
Amendment  and  Reinstatement  to  Purchase  and Sale  Agreement  as of the date
written above.


                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

[Corporate Seal]                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its General Partner

                                       By:   Fox Capital Management Corporation,
                                             a California corporation,
                                             Its General Partner


                                                By:                    [SEAL]

                                                Its:


                                    CENTURY PENSION INCOME FUND XXIII,
                                    a California limited partnership

[Corporate Seal]                    By:   Fox Partners V,
                                          a California general partnership,
                                          Its General Partner

                                          By:   Fox Capital Management
                                                Corporation,
                                                a California corporation,
                                                Its General Partner



                                                By:                    [SEAL]

                                                Its:




                       [Signatures Continued on Next Page]



<PAGE>


                                     Buyer:

                                    HIGH INVESTORS, LTD., a Pennsylvania
                                    corporation


[Corporate Seal]                    By:
                                                ,[SEAL]
                                       Name:                                ,
                                       Title: