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                                                                 APPENDIX A

                                  AMENDMENT TO
                              AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                   INTEGRATED RESOURCES HIGH EQUITY PARTNERS,
                   SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP

            The amended and restated agreement of limited partnership (the
"Agreement") of Integrated Resources High Equity Partners, Series 85, A
California Limited Partnership is hereby amended as follows:

      1. Paragraph 9.4.1 of the Agreement is amended in its entirety to read as
follows:

                        9.4.1 Partnership Management Fee. As compensation for
                  services rendered in managing the affairs of the Partnership,
                  the Managing General Partner shall be entitled to receive the
                  Partnership Management Fee, which shall be an amount per annum
                  equal to 1.25% of the Gross Asset Value of the Partnership as
                  of the last day of the period in respect of which the
                  Partnership Management Fee is payable (which amount shall be
                  prorated for any partial year) (it being understood that,
                  notwithstanding anything to the contrary in this Paragraph
                  9.4.1, the Partnership Management Fee payable for calendar
                  year 1999 shall be $426,867 less than an amount equal to 1.05%
                  of Invested Assets). The Partnership Management Fee shall be
                  paid quarterly. For purposes of this Paragraph 9.4.1 the term
                  "Gross Asset Value" on a particular date means the gross asset
                  value of all assets owned by the Partnership on that date, as
                  determined by the most recent appraisal of such assets by an
                  independent appraiser of national reputation selected by the
                  General Partners.

      2. Paragraph 9.2 of the Agreement is amended in its entirety to read as
follows:

                        9.2 Limitation on Compensation. If the Partnership is
                  liquidated prior to December 31, 2008, the General Partners
                  shall, at the time of the liquidation, and in lieu and
                  satisfaction of all other obligations the General Partners and
                  their affiliates might then or thereafter have under or by
                  reason of Paragraph 9 hereof, pay the Partnership n amount
                  (the "Fee Give Back Amount") equal to $3,912,950 (the
                  "Original Fee Give Back Amount"), reduced by 10% of the
                  Original Fee Give Back Amount for each full calendar year
                  after 1998, and prorated for any calendar year in which such
                  liquidation occurs other than on December 31 of that year. If
                  the Partnership is liquidated on or after December 31, 2008,
                  neither the General Partners nor their affiliates shall have
                  any liability or obligation to pay any Fee Give Back Amount.
                  For purposes of this Paragraph 9.2, the term "liquidation"
                  means a sale of all or substantially all the property owned by

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                  the Partnership for cash or property that is distributed to
                  the Partners, but does not include any transaction in which
                  the Partnership is reorganized into a separate, publicly
                  traded real estate investment trust or other entity whose
                  shares are listed on a national securities exchange or on the
                  NASDAQ National Market System (a "Reorganization") and, in
                  addition, does not include any transaction following a
                  Reorganization, whether by the successor to the Partnership in
                  the Reorganization or otherwise. For the avoidance of doubt,
                  it is hereby understood and agreed that, following a
                  Reorganization, the General Partners and their affiliates
                  shall have no liability or obligation to pay any Fee Give Back
                  Amount.

      3. Except as otherwise provided above, the Agreement shall remain in full
force and effect.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
___________, 1999.

                                          GENERAL PARTNERS:


                                          RESOURCES HIGH EQUITY, INC.

                                          By:___________________________________


                                          PRESIDIO AGP CORP.

                                          By:___________________________________