MANAGEMENT AGREEMENT

     AGREEMENT,  made as of the  22nd day of  September,  1999,  by and  between
PEMBROKE  SUPERVISORY  MANAGEMENT,  LLC (the  "Supervisory  Manager"),  a Nevada
limited  liability  company  with offices  located at 70 East 55th  Street,  7th
Floor,  New York, NY 10022, and COLLIERS NEVADA  MANAGEMENT,  LLC (the "Managing
Agent"), a Nevada limited liability company with offices located at 5310 Kietzke
Lane, Suite 105, Reno, Nevada 89511.

                              W I T N E S S E T H:

     WHEREAS, HIGH CASH PARTNERS (the "Owner") owns the land and buildings known
as the Sierra Marketplace  located  on the  southeast  corner of South  Virginia
Street and Mona Lane in the City of Reno,  Washoe County,  Nevada  (collectively
referred to herein as the "Project") and

     WHEREAS,  the Owner has  retained  the  Supervisory  Manager to operate and
manage the Project; and

     WHEREAS, the Managing Agent and its managerial personnel and affiliates are
experienced in managing and operating first class commercial space; and

     WHEREAS,  the  Supervisory  Manager desires to retain the Managing Agent to
operate and manage the  Project on behalf of the  Supervisory  Manager,  and the
Managing Agent desires to be so retained,  all in accordance  with the terms and
conditions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, the Supervisory Manager and the Managing Agent hereby agree as
follows:

     1. Retention of the Managing  Agent.  Pursuant to the terms provided herein
and subject to the limitations and conditions  herein set forth, the Supervisory
Manager  hereby  appoints the  Managing  Agent,  and the  Managing  Agent hereby
accepts the appointment, as the managing and operating agent of the Project with
authority to manage the  day-to-day  operations  of the Project on behalf of the
Supervisory Manager.

     2.  Performance of Services and Payment  Therefor.  During the term of this
Agreement,  on behalf of the  Supervisory  Manager,  the  Managing  Agent  shall
perform the services  described in this Agreement and pay all expenses  required
to be paid in  connection  therewith,  all of which shall,  if  reasonable,  and
except as otherwise  specifically provided herein, be paid from "Gross Proceeds"
and be an "Expense" (both as defined in Section 4(a)(X11));  provided,  however,
that to the extent  funds are not  available  either from Gross  Proceeds or the
Supervisory  Manager,  the  Managing  Agent shall not be  obligated  to pay said
Expenses.

     3. Term. The rights and  obligations of the Managing Agent  hereunder shall
commence on the date  hereof and shall  continue  unless  sooner  terminated  as
hereinafter provided, on December 31, 2000, (the "Expiration Date").





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     4. The Managing Agent's Duties.

        (A) The Managing  Agent shall not pay any payments or cause any payments
to be made for (i) real estate taxes  applicable to the Project,  (ii) insurance
coverage  with  respect to the Project or (iii) for debt  service or ground rent
payments.  Except as  otherwise  directed  from time to time by the  Supervisory
Manager,  the  Managing  Agent (1) shall  perform or cause to be  performed,  on
behalf of the Supervisory  Manager,  all of the Owner's  obligations as landlord
(sometimes  referred  to herein  as  "Landlord")  to the  tenants  ("Tenant"  or
"Tenants")  under the space  leases for the  Project  ("Space  Lease")  that are
capable of being  performed by persons other than the Landlord and (2) shall not
perform or cause to be performed any act, the performance of which would cause a
default  under a Space  Lease  or  would  permit a  Tenant  to  validly  claim a
reduction  in rent, a  termination  of its Space Lease or any other remedy under
its Space Lease.  The  obligations  of the  Managing  Agent  hereunder  shall be
limited by the availability of funds with which to perform such obligations, and
the Managing  Agent shall have no  obligation to advance funds or to perform any
act or obligation if sufficient funds are not available for such purposes.

        (B) In pursuance,  but without limiting the generality of the foregoing,
on behalf of the  Supervisory  Manager,  the  Managing  Agent  shall,  except as
otherwise  directed from time to time by the  Supervisory  Manager,  perform the
following services:

             (I) Operate the Project in a first-class manner and shall undertake
to provide  such  services  as are then  customarily  provided by  operators  of
similar  type  projects of  comparable  class and standing to the Project in the
same market area;

             (II)   Apply   sound   administrative,    accounting,    budgeting,
operational, sales, advertising, personnel and purchasing policies and practices
in such a manner as will maximize the revenues,  profitability  and value of the
Project consistent with the terms and conditions of this Agreement;

             (III) Use its  reasonable  efforts  to  obtain  the  compliance  of
Tenants with regard to their obligations under their Space Leases.  The Managing
Agent shall not have the right, either on behalf of the Owner or the Supervisory
Manager, to enter into new Space Leases or to cancel, renew, extend or amend any
existing or new Space Lease,  without,  in each case, the prior written approval
of the  Supervisory  Manager.  Unless  otherwise  specifically  directed  by the
Supervisory  Manager,  all Space Leases shall be in accordance  with the leasing
standards then in effect and be on the approved  Supervisory  Manager's standard
lease form or Managing  Agent's  form if approved in writing by the  Supervisory
Manager.  All such leases  and/or lease  modifications  shall be executed by the
Supervisory  Manager  unless  otherwise  directed,  in writing,  by  Supervisory
Manager;

             (IV)  Diligently  review all leases,  subleases and  assignments of
leases for space in the Project by a Tenant  occupying space in the Project or a
prospective  tenant and  submit  the same to  Supervisory  Manager  for  review,
approval and execution;



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             (V) Upon the request of the Supervisory Manager,  provide copies of
all Space Leases,  subleases and assignments then in effect and/or shall deliver
to the  Supervisory  Manager,  and to any persons  designated by the Supervisory
Manager,  a schedule of all then existing  Space Leases,  which  schedule  shall
provide  such  information  concerning  such Space Leases and the Tenants as the
Supervisory Manager shall request;

             (VI) Supervise and be solely responsible for the hiring, directing,
promoting,  discharging  and the work of (1) all personnel  located  on-site and
performing  managerial and supervisory  services in or about the Project and (2)
all personnel  performing  on-site operating and service functions in connection
with the Project (the  personnel  described  in (1) and (2) above,  collectively
referred to herein as "Project Employees"); provided, however, that any contract
with a Project  Employee shall not be made without the prior written approval of
the Supervisory  Manager. All of the Project Employees shall be employees of the
Managing  Agent.  The  Supervisory  Manager  reserves  the right to approve  all
Project Employees,  if so desired. The total aggregate  compensation,  including
fringe  benefits  and  severance  obligations,  payable  with respect to Project
Employees  shall  constitute  an Expense of the  Project  and shall be paid from
either (a) Gross  Proceeds or (b) funds  otherwise  provided  by the Supervisory
Manager,  provided  that such Project  Employees  are approved and listed in the
Plan (as defined in Section  4(b)(XXIII)).  The Managing Agent shall prepare the
payroll for all Project Employees,  and shall pay all wages, salaries, taxes and
benefits  to or in  respect  of  all  Project  Employees,  all  of  which  shall
constitute an Expense of the Project.  The Managing  Agent may from time to time
assign one or more of its other employees to the Project on a temporary basis to
function as a Project  Employee  of the  Project if  approved  and listed in the
Plan. The reasonable  aggregate  compensation  payable to such Project Employees
while assigned to the Project and on Project business shall be an Expense of the
Project;

             (VII) The Managing Agent shall receive, consider, evaluate and keep
complete  records with respect to, and, except as specifically  limited by other
provisions of this Agreement, shall handle, compromise or settle, the complaints
of all Tenants or users of any of the  services or  facilities  of the  Project;
provided,  however,  the  Managing  Agent is not  authorized  to,  and shall not
compromise  or settle,  or make any payment with respect to, any such  complaint
without the prior written consent of the Supervisory Manager if such compromise,
settlement  or payment would reduce Gross  Proceeds or increase  Expenses of the
Project;

             (VIII) The Managing Agent shall, upon prior approval of Supervisory
Manager,  (a) enter into contracts for services furnished to the Project such as
electricity,  gas, water, telephone,  cleaning, elevator and boiler maintenance,
heating and air conditioning  maintenance and all other necessary  utilities and
services,  (b)  enter  into  leases  for  personal  property  necessary  for the
management  and  operation  of the  Project  and  (c)  purchase  all  utilities,
services,  material  and  supplies as are required to be rendered or supplied to
the Tenants  pursuant to their Space Leases or any common  operating  agreement;
provided,  however,  that,  unless  approved in the Plan,  any contract or other
agreement  which  exceeds the amount  approved in the Plan or if not approved in
the Plan and  requires  the  payment of $5,000 or more must have  prior  written
approval of the Supervisory Manager provided,  however,  that the Managing Agent
shall not be required to obtain the Supervisory Manager's prior approval of, nor
its signature on, any such agreement  which in the reasonable  determination  of
the Managing Agent results from a condition of an emergency nature. The


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Managing  Agent  shall  promptly  notify  the  Supervisory  Manager  of any said
emergency and the agreement which was executed without the Supervisory Manager's
approval.

Notwithstanding  the  foregoing,  the Managing Agent may not enter into any such
contract  or other  agreements  without the prior  approval  of the  Supervisory
Manager,  which (a) requires or might require the  incremental  payment or total
contract payment of $5,000 or more during the term hereof, (b) is not terminable
without cause or penalty upon not more than thirty (30) days written notice; (c)
extends or might  extend  beyond the  Expiration  Date of this  Agreement or (d)
provides or grants to any party other than the Owner or the Supervisory  Manager
a right of renewal or  extension;  or (e)  conflicts  with  limits of  liability
provision in Section 9(E) hereof;

             (IX) The Managing Agent shall cause all repairs ("Repairs"),  to be
made  regardless  of the  extent  or  nature  of the  Repair,  if the  Repair is
necessary  to keep all parts of the Project in good  condition to the extent the
Repair is not required to be made by the Tenants  pursuant to their Space Leases
or any common operating agreement. Unless approved by the Supervisory Manager or
otherwise  approved in the Plan,  the Managing Agent shall not make or permit to
be made any Repairs to the Project  (except  such  Repairs as may be required to
comply with the "Legal  Requirements"  (as defined in Section  4(b)(XIV))  or to
prevent  loss of  insurance  described  in Section 8(A) hereof) in a manner that
would, in the Supervisory  Manager's  reasonable  judgment,  impair the value or
utility of the Project,  or that would permit any Tenant to claim a reduction in
rent or other  charges,  a  termination  of its  Space  Lease or claim any other
remedy pursuant to its Space Lease.  Notwithstanding the foregoing, in the event
that the Managing Agent reasonably determines that an emergency condition exists
in or about the Project of a nature that requires  immediate  Repairs to be made
to preserve  and protect the  Project and assure its  continued  operation,  the
Managing  Agent  is  authorized  to  take  all  reasonable  steps  to  make  all
expenditures necessary to repair and correct such emergency conditions,  whether
or not these  emergency  repairs have been provided for in the Plan. All Repairs
shall be expeditiously completed in a good and workmanlike manner in conformance
with plans and specifications,  if any, therefor and shall be in compliance with
all Legal  Requirements  and shall conform to  requirements of all Space Leases,
and any mortgage or agreement  affecting the Project  including the requirements
of all insurance policies affecting the Project;

             (X)  Unless  approved  in the  Plan or  otherwise  approved  by the
Supervisory  Manager,  the  Managing  Agent shall not  perform,  or permit to be
performed,  any  Landlord  preparation  work  as  required  by any  Space  Lease
("Landlord  Preparation  Work"),  and shall not permit  any Tenant  improvements
permitted or required by any Space Lease  ("Tenant  Improvements")  (except such
Tenant Improvements as may be required to comply with the Legal Requirements) to
be made,  in a manner  that would  impair the value or utility of the Project or
that would  permit any Tenant to claim a reduction in rent or other  charges,  a
termination  of its Space Lease or claim any other remedy  pursuant to its Space
Lease;

             (XI) If the replacement and/or  restoration of fixtures,  equipment
and other ordinary Project capital  replacement items or improvements  which are
not Landlord  Preparation  Work, Tenant  Improvements or Repairs  (collectively,
"Capital  Replacements")  becomes necessary or desirable and is approved subject
to the conditions contained in this Agreement including, without limitation, the
Capital Replacements required to be made in order to comply with any Legal


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Requirement or the  requirements of any Space Lease,  and any other agreement or
mortgage  affecting the Project  hereunder,  the Managing Agent shall include in
the  Monthly  Statement  (as  defined in Section  6C) for the month in which the
Capital Replacement occurs, the cost therefor and a statement as to whether such
Capital  Replacement may be eligible for any investment tax credit.  Unless made
as a result of a condition which in the reasonable  determination ofthe Managing
Agent is of an emergency nature,  the Managing Agent shall not make, or cause to
be made, any Capital  Replacements  without first obtaining the written approval
of the  Supervisory  Manager.  The  Managing  Agent  shall  promptly  notify the
Supervisory  Manager of said  emergency  and the  agreement  which was  executed
without the Supervisory Manager's approval. All Capital Replacements approved by
the  Supervisory  Manager  shall be made,  or caused to be made, by the Managing
Agent  expeditiously,  in a good and workmanlike manner, in conformance with any
plans and  specifications,  if any,  therefor and in  compliance  with all Legal
Requirements  and the  requirements  of the Space  Leases,  and any  mortgage or
agreement  affecting  the Project  including the  requirements  of any insurance
policies affecting the Project;

             (XII) The Managing Agent shall collect, on behalf of the Owner, all
Gross  Proceeds and shall deposit all such Gross  Proceeds along with any monies
furnished  by the  Supervisory  Manager  as working  funds and all other  monies
received  by  the  Managing   Agent  relating  to  the  Project  in  a  separate
non-commingled  interest  bearing  account  maintained in a bank approved by the
Supervisory Manager (the "Bank Account"), held in the name of the Managing Agent
as agent for  Supervisory  Manager.  "Gross  Proceeds"  shall  mean all  amounts
collected by the Managing  Agent from or in connection  with the  management and
operation of the Project or are in any way  incidental to the  foregoing  (other
than  any  security  deposits),   including,  without  limitation,  base  rents,
percentage rents, and all additional charges collected and pursuant to the Space
Leases,  and all other  additional  amounts  collected  under the Space  Leases,
attributable  to common area  maintenance  charges,  real estate taxes and other
operating expenses and assessments  (collectively,  "Escalators"),  condemnation
awards,  insurance  proceeds  and real  estate tax  refunds and rebates of other
operating  expenses.  All Gross Proceeds collected and any and all items paid by
the Managing  Agent arising by virtue of the  management of the Project shall be
deposited to and paid from the Bank Account.  The Managing Agent shall use Gross
Proceeds  to  pay  all  expenses  (collectively   "Expenses")  relating  to  the
management,  operation,  leasing, maintenance and administration of the Project,
including any  compensation  payable to the Managing Agent pursuant to Section 7
hereof, other than expenses,  which pursuant to the terms of this Agreement, are
payable by the Managing Agent from its own funds.  The excess,  if any, of Gross
Proceeds  over Expenses  ("Gross  Operating  Cash Flow") for any calendar  month
shall be paid to the Supervisory Manager in the manner set forth in Section 6(C)
hereof;

             (XIII) The  Managing  Agent  shall  cause to be paid,  out of Gross
Proceeds,  as required for the  operation of the Project,  on or before the last
day on which they may be paid without penalty, all taxes (other than real estate
taxes or other  taxes  billed  together  with real estate  taxes),  assessments,
levies,  fees,  water,  sewer and other  utility rents and charges and all other
governmental charges, and all fines, penalties and court disbursements, that are
imposed or levied upon,  or assessed  against or measured by, the Project or any
portion thereof.  If any amount levied or assessed  against the Project,  or any
part  thereof,  or payable in  connection  with the  operation  of the  Project,
becomes due and payable and may legally be paid in  installments,  the  Managing
Agent


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shall pay such amount in  installments,  unless an interest charge is imposed in
connection with installment payments, in which event Managing Agent shall obtain
direction from the  Supervisory  Manager as to whether such amount shall be paid
in a lump sum or in installments.

             (XIV) The Managing  Agent shall  comply  with,  and shall cause the
Project to comply  with,  all laws,  codes,  ordinances,  regulations  and other
governmental.  rules  now  or  hereafter  in  force  (collectively,  the  "Legal
Requirements")  that are  applicable  to the  Project or the  occupancy,  use or
condition thereof, including, without limitation, the curing of any violation of
any  Legal  Requirements.  If such  compliance  necessitates  the  making of any
Repairs,  then the Managing  Agent shall comply with the provisions set forth in
Section 4(B)(VII) and 4(B)(IX) hereof,  and if such compliance  necessitates the
making of any Capital  Replacements,  then the  Managing  Agent shall follow the
procedures set forth in Section 4(B)(XI) hereof, provided, however, that, in the
case of an emergency or failure to comply  promptly with  (including to cure any
violation of) any Legal  Requirement  which (a) shall expose either the Owner or
the Supervisory  Manager to criminal  liability or (b) shall constitute an event
of default under any Space Lease and any mortgage or other  agreement  affecting
the Project,  the  Managing  Agent shall cause  compliance  or the curing of the
violation without awaiting the Supervisory  Manager's consent and shall promptly
inform  the  Supervisory  Manager of any  action  taken or being  taken by it in
connection  with such  compliance  or cure.  Unless  otherwise  directed  by the
Supervisory  Manager, the Managing Agent shall, to the extent the Managing Agent
deems  appropriate,  in consultation  with the Supervisory  Manager,  protest or
litigate to final decision in the appropriate  court or forum the application of
any  alleged  Legal  Requirement  or  the  violation  of any  Legal  Requirement
adversely  affecting the Project.  Any counsel  engaged under this  subparagraph
shall be subject to the approval of the Supervisory  Manager,  and no settlement
shall be entered into in any matter without the  Supervisory  Manager's  written
consent;

             (XV)  Use its  best  efforts  to  prevent  any  liens,  charges  or
encumbrances (collectively,  "Liens") from being filed against the Project which
arise from any  maintenance,  repairs,  alterations,  improvements,  renewals or
replacements in or to the Project. The Managing Agent shall use its best efforts
to cause the prompt  release of any Liens (other than a lien  resulting from any
action taken by the Owner, Supervisory Manager or taken by the Managing Agent at
the Supervisory Manager's written direction);

             (XVI) Give prompt notice to the Supervisory Manager of any defaults
by any of the Tenants  under their Space  Leases and shall,  unless  notified in
writing to the contrary by the Supervisory Manager, institute in its own name or
in the name of the Supervisory Manager or the Owner, any necessary legal actions
or proceedings to collect all charges,  rents, other Gross Proceeds and monetary
damages  from the  Tenants  or other  persons  in  possession  or to  cancel  or
terminate  any Space  Lease or to  dispossess  the  Tenants or other  persons in
possession  on  grounds  of  nonpayment  of any amount due (or on grounds of any
other failure to perform) under the applicable Space Lease or otherwise  enforce
the provisions of the Space Leases.  The selection of any counsel  engaged under
this  subparagraph  shall  be  subject  to the  prior  written  approval  of the
Supervisory  Manager,  and no  settlement  shall be  entered  into in any matter
without the Supervisory Manager's written approval;

             (XVII) Shall advertise and promote the business of the Project (and
shall  institute  and  supervise a leasing  and  marketing  program);  provided,
however, that, unless otherwise


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provided for by the Supervisory  Manager,  the Managing Agent shall not, without
the  Supervisory  Manager's  approval,  expend,  or commit  to  expend  for such
activities  more than the amount  approved in the Plan therefor  during any year
during the term of this Agreement;

             (XVIII)  Subject to  compliance  with the  provisions  of the Space
Leases and any mortgage or agreement  affecting the Project,  at the Supervisory
Manager's  written  request,  contest in good faith any tax,  assessment,  levy,
attachment, charge, fee, Legal Requirement or lien relating to the Project which
it believes to be unjustified;  provided,  however,  that such contest shall not
(a) subject the Project or any part  thereof or any  proceeds  therefrom  to the
risk of sale or  forfeiture,  (b)  interfere  with the use of  occupancy  of the
Project or (c) subject the Owner or the  Supervisory  Manager to the risk of any
criminal or civil liability.

             (XIX) To the extent  required to be obtained or  maintained  by the
Owner or Supervisory Manager of the Project,  obtain and maintain,  on behalf of
the Owner or Supervisory Manager, all licenses,  permits and approvals necessary
or desirable for the use, operation, maintenance and management of the Project;

             (XX)  Keep the  Supervisory  Manager  informed  of any  significant
change  in the  rules  and  regulations  relating  to  the  use,  operation  and
maintenance of the Project, including any change in any Legal Requirements;

             (XXI) Collect all security  deposits entitled to be received by the
landlord under the Space Leases and shall promptly  deposit the same in the Bank
Account or such other  account as may be required by the Space  Leases and shall
maintain said accounts pursuant to local law;

             (XXII) Promptly after receipt  thereof,  deliver to the Supervisory
Manager a copy of any notice or other  communication  received  by the  Managing
Agent from any public  official or agency,  or any Tenant under any of the Space
Leases relating to any matter that would  constitute (with or without the giving
of notice or the  passage of time,  or both) a default  under any Space Lease or
any mortgage or other agreement affecting the Project.

             (XXIII) Within thirty (30) days following the Commencement  Date of
this Agreement and as directed by the  Supervisory  Manager on an ongoing basis,
prepare and submit to the Supervisory  Manager,  for the  Supervisory  Manager's
approval, a Leasing and Operating Plan (the "Plan") for the Project covering the
period  from the  Commencement  Date  through the  Expiration  Date of the first
fiscal year and each fiscal year  thereafter,  which Plan shall be prepared in a
manner which will enable the Project to be operated by the  Managing  Agent as a
first-class  commercial  property and shall include,  but not be limited to, the
items set forth on  Exhibit  "A"  annexed  hereto and made a part  hereof.  Upon
Supervisory  Manager's  review  and  comments,  all  changes  necessary  will be
submitted  by Managing  Agent in the revised  Plan.  Such Plan will be in effect
upon Supervisory Manager's written approval.

     5.  Condemnation  and  Casualty  . In the event all or any  portion  of the
Project (i) is damaged as a result of fire or other  casualty (a  "Casualty") or
(ii) taken or condemned in any


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eminent domain,  condemnation,  compulsory acquisition or like proceeding by any
competent   authority  for  any  public  or  quasi-public   use  or  purpose  (a
"Condemnation"),  the Managing Agent shall give the  Supervisory  Manager prompt
written notice thereof. The Owner, the Supervisory Manager or the Managing Agent
shall not have any obligation to restore,  repair,  rebuild,  alter, replace, or
modify the Project or any part thereof  affected by a Casualty or  Condemnation,
and the  Supervisory  Manager shall have the right to terminate  this  Agreement
pursuant to the provisions of Section 10(F) hereof.

     6. Fiscal Matters.

        (A) The Managing Agent shall provide for appropriate accounting and cost
control  systems and personnel to be maintained at the Managing  Agent's general
offices to allow  Managing Agent to maintain the books of account of the Project
and to prepare and transmit the statements and reports required pursuant to this
Section and the other  reports,  etc., as requested by Supervisory  Manager.  In
addition,  the Managing Agent shall cause, if required by law, such personnel to
prepare and file all necessary reports with respect to withholding taxes, social
security taxes,  unemployment  insurance,  disability insurance,  the Fair Labor
Standards  Acts and all  other  applicable  laws and  regulations  and all other
statements  and reports  pertaining  to labor  employed on the Managing  Agent's
payroll in or about the Project,  which reports shall be in a form  satisfactory
to the Supervisory  Manager.  The Managing Agent shall also cause such personnel
to prepare and file all  necessary  reports and  returns  with  respect to sales
taxes,  use taxes,  personal  property taxes and all other taxes relating to the
Project  other than real  estate  taxes,  which will be paid (and the  necessary
returns prepared) directly by the Supervisory  Manager. The Managing Agent shall
establish and supervise all bookkeeping and clerical services in connection with
the operation of the Project. The Managing Agent shall be solely responsible and
liable for, and shall bear and timely pay,  all costs and  expenses  incurred in
connection with this Section 6(A) and shall not be paid or reimbursed, either by
the  Supervisory  Manager or from Gross  Proceeds,  for such costs and  expenses
except to the extent  set forth on  Exhibit  "C".  The  Owner,  the  Supervisory
Manager, its independent  accounting firm and any other person designated by the
Owner or the Supervisory Manager shall have the right and privilege of examining
said books and records at any  reasonable  time, the cost of which shall be paid
from Gross Proceeds. Upon the termination of this Agreement,  the Managing Agent
shall  promptly  transfer to the  Supervisory  Manager the originals of all such
books and records, as well as all leases,  leasing records,  correspondence with
tenants,  personnel  records and any and all other  documents,  instruments  and
correspondence  relating to the Project.  All books and records  relating to the
Project shall be retained for a period of at least four (4) years  following the
fiscal  year to which  they  pertain  or for such  longer  period  of time as is
consistent with industry standards.

        (B) By the  25th  day of each  calendar  month  during  the term of this
Agreement,  the  Managing  Agent  shall remit by wire  transfer  or  immediately
available  federal funds to the  Supervisory  Manager,  such amount,  if any, as
shall be designated from time to time (the "Advance Payment"). If Gross Proceeds
shall not be sufficient to enable the Managing Agent to make the Advance Payment
and discharge all Expenses then due, the Managing Agent shall immediately notify
the Supervisory Manager and shall follow the Supervisory Manager's directions in
connection with such shortfall; provided, however, that the Managing Agent shall
not be required to use its own funds to cover any such shortfall.


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        (C) On or prior to the 7th day of each  calendar  month  during the term
hereof, the Managing Agent shall render to the Supervisory  Manager,  and to any
person  designated  by  the  Supervisory  Manager,  a  statement  (the  "Monthly
Statement")  in the form set forth in Exhibit "A" annexed hereto and made a part
hereof reporting the income and expenses for the immediately  preceding calendar
month including a comparison to the Plan.  Together with the Monthly  Statement,
the Managing Agent shall include the original bills for all payments made during
the immediately  preceding calendar month and shall simultaneously wire transfer
to  Supervisory  Manager funds in the amount,  if any, by which Gross  Operating
Cash Flow for the  immediately  preceding  month exceeds the Advance Payment for
such immediately preceding month.

        (D) The Managing  Agent shall,  promptly  following the Owner's  request
therefor,  render to the  Supervisory  Manager,  and to such  persons  as may be
reasonably  designated  by the  Supervisory  Manager,  any other  statements  or
reports  requested by the Supervisory  Manager including but not limited to, the
reports noted in Exhibit "B." The charges for such Additional reports are listed
on Exhibit "B."

        (E) At the  Supervisory  Manager's  request,  an audit or  review of the
Project books and records shall be performed by a firm of independent  certified
public accountants  selected by the Supervisory  Manager. Any costs and expenses
incurred in  connection  therewith  shall be Expenses of the Project;  provided,
however,  that,  if such audit or review  reveals  that the  Managing  Agent has
misappropriated  or improperly  applied any funds, then the Managing Agent shall
be  responsible  and liable for,  and shall bear and timely  pay,  all costs and
expenses  in  connection  with  such  audit or  review  and shall not be paid or
reimbursed by the Supervisory  Manager or from Gross Proceeds for such costs and
expenses.

     7. Management Fee. In full  consideration  for the services of the Managing
Agent  hereunder the Managing  Agent shall be entitled to receive the Management
Fee. The  Management Fee for each calendar month during the term hereof shall be
separately  computed,  invoiced  and paid to the  Managing  Agent  from the Bank
Account prior to the end of such  calendar  month in an amount equal to 2.25% of
the collected  Gross Proceeds less any amounts  included in Gross Proceeds which
represent condemnation awards,  insurance proceeds,  real estate tax refunds and
rebates of other  operating  expenses or sales or rent taxes collected on behalf
of taxing authorities.

     8. Insurance.

        (A) During the term  hereof,  the  Supervisory  Manager on behalf of the
Owner shall be responsible for procuring to the extent reasonably available, all
insurance policies required to be procured with respect to the Project under the
Space Leases or any other  agreement or mortgage  affecting the Project or which
are provided for in the Plan,  said  premiums to be considered an expense of the
Project.  The  Managing  Agent will  notify  Supervisory  Manager of any special
insurance  requirements  pursuant to the Space Leases.  All liability  insurance
policies  maintained by Owner or Supervisory Manager with respect to the Project
shall include the Managing Agent as an additional named insured and certificates
of insurance  evidencing  such coverage shall be provided to Managing Agent upon
request.



                                        9

<PAGE>



        (B) The  Managing  Agent  shall not obtain or carry  separate  insurance
concurrent in form,  or  contributing  in the event of loss,  with that required
hereunder,  unless  the Owner and the  Supervisory  Manager  is a named  insured
therein.  The Managing Agent shall pay for such insurance from its own funds and
shall not be  reimbursed  therefor  from the  Supervisory  Manager or from Gross
Proceeds.

        (C) The Managing Agent shall obtain and maintain  throughout the term of
this  Agreement,  a  fidelity  bond in an  amount  of $  1,000,000  for the full
protection  of the  interests  of the Owner,  the  Supervisory  Manager  and the
Managing Agent.

        (D) The Supervisory  Manager shall give to the Managing  Agent,  and the
Managing Agent shall give to the Supervisory Manager,  appropriate notice of any
claims made against the Project,  the Supervisory Manager or the Managing Agent,
and the Managing Agent shall cooperate  fully with the  Supervisory  Manager and
with any  insurance  carrier to the end that all such  claims  will be  promptly
investigated and defended.

     9. Indemnity and Related Matters.

        (A) The  Supervisory  Manager  agrees to indemnify and hold the Managing
Agent free and harmless  from any  liability,  including  any costs and expenses
incident  thereto,  for injury to persons or damage to property by reason of any
cause  whatsoever,  in or about the Project,  as a result of the  performance of
this  Agreement  by the Managing  Agent,  its agents,  employees or  independent
contractors,  irrespective  of whether  negligence  on the part of the  Managing
Agent, its agents, employees or independent contractors is alleged.

        (B) Except as  otherwise  provided in this  Agreement,  the  Supervisory
Manager  agrees to reimburse the Managing Agent for any money which the Managing
Agent is  required to pay out for any reason  whatsoever  whether the payment is
for,  or the result of (i) costs,  charges or debts  incurred  or assumed by the
Managing Agent in connection with the operation of the Project,  (ii) judgments,
settlements  or  expenses  in defense of any claim,  civil or  criminal  action,
proceeding,  charge or prosecution  made,  instituted or maintained  against the
Managing  Agent  or  employees,  agents  or  connection  with the  Project.

        (C) Notwithstanding  the foregoing or anything else contained herein  to
the contrary,  the Supervisory Manager shall not reimburse the Managing Agent or
be liable to indemnify and hold the Managing  Agent  harmless from any liability
or cost  described in Section 9(A) and (B) and not covered by  insurance,  which
results from, (i) the willful  misconduct,  gross negligence or criminal conduct
of the Managing Agent or employees,  agents,  or independent  contractors of the
Managing  Agent,  (ii) any breach of this Agreement by Managing  Agent, or (iii)
any act of agent which is outside the scope of Managing Agent's  authority under
this Agreement,  and the Managing Agent shall indemnify the Supervisory  Manager
and Owner (and each partner therein,  any legal  representative,  heir,  estate,
successor or assign of any such partner or any officer, director, shareholder or
partner in any such partner and any other principal of the  Supervisory  Manager
or the Owner whether  disclosed or  undisclosed)  against such  liabilities  and
costs, including legal fees and any other costs and expenses incident thereto.



                                       10

<PAGE>



        (D) The Supervisory Manager agrees to defend promptly and diligently, at
the  Supervisory  Manager's  expense,  any claim,  action or proceeding  brought
against  the  Managing  Agent,  Supervisory  Manager  and the Owner,  jointly or
severally,  arising out of or connected  with any of the matters  referred to in
Section 9(A) and (B),  unless  covered by Section 9(C) and to hold  harmless and
fully  indemnify  the  Managing  Agent  from any  judgment,  liability,  loss or
settlement on account thereof.

        (E)   Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,   neither  the  Supervisory  Manager,  nor  any  officer,   director,
shareholder,  agent or employee  thereof,  nor the Owner, nor any partner in the
Owner or the Supervisory  manager, nor any legal  representative,  heir, estate,
successor or assign of any such partner or any officer, director, shareholder or
partner in any such  partner  nor any other  principal  in Owner or  Supervisory
Manager whether disclosed or undisclosed, shall have any personal liability with
respect to the performance by the Supervisory  Manager of any of its obligations
under this  Agreement.  If any breach  shall  occur by the  Supervisory  Manager
hereunder,  the Managing Agent shall proceed solely against the Gross  Proceeds,
and shall not seek or claim recourse against the Supervisory  Manager, the Owner
or any other  person or party  hereinabove  named or referred to in this Section
9(E) as being exculpated from personal liability.

    10. Default  and  Termination.  It shall be an event of default  ("Event  of
Default")  or a  cause  for  termination  hereunder  if any  one or  more of the
following events shall occur:

        (A) If either  party (the  "Defaulting  Party")  shall breach or fail to
perform any term, covenant or condition contained in this Agreement;

        (B) If any Party shall voluntarily or involuntarily be dissolved;  apply
for or consent to the appointment of a receiver, trustee or liquidator of all or
a  substantial  part of its assets;  file a voluntary  petition in bankruptcy or
otherwise  voluntarily  avail itself of any federal or state laws for the relief
of debtors;  admit in writing its inability to pay its debts as they become due;
make a general  assignment  for the benefit of creditors;  file a petition or an
answer seeking reorganization or arrangement with creditors or to take advantage
of any  insolvency law or file an answer  admitting the material  allegations of
any petition filed against it in any  bankruptcy,  reorganization  or insolvency
proceeding;  if an order,  judgment  or decree  shall be entered by any court of
competent jurisdiction,  on the application of any one or more creditors of such
Defaulting Party,  adjudicating it bankrupt or insolvent or approving a petition
seeking reorganization or appointing a receiver, trustee or liquidator of all or
a  substantial  part of its  assets,  and such order,  judgment or decree  shall
become  final;  or if within 60 days after the  commencement  of any  proceeding
against  the   Defaulting   Party  seeking  any   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under the
present  or  any  future  applicable  federal,  state  or  other  bankruptcy  or
insolvency statute or law, such proceeding shall not have been dismissed;

        (C) If Managing Agent shall assign, transfer,  subcontract or create any
other  transfer by operation of law or otherwise  transfer its rights under this
Agreement without first obtaining Supervisory Manager's written approval.



                                       11

<PAGE>



        (D) If Managing Agent shall fail to pay any amount or deliver any report
as required  under this  Agreement  or fails to comply with any  obligations  or
shall act outside the authorities established hereunder;

        (E) Upon the occurrence of an Event of Default, the non-defaulting party
("Non-  Defaulting  Party") shall have the right to terminate this Agreement (i)
if the Event of Default is non-monetary in nature and the Defaulting Party fails
to remedy any such Event of Default within twenty (20) days after its receipt of
notice of  default;  provided,  however,  that if such Event of  Default  cannot
reasonably be remedied within said period,  then such  additional  period as may
reasonably  be  required  to remedy the same will be  granted to the  Defaulting
Party, if the Defaulting Party shall promptly  commence and use its best efforts
to remedy the default  upon  receipt of the  Non-Defaulting  Party's  notice and
shall  continue  therewith with due diligence or (ii) if the Event of Default is
monetary in nature and the Defaulting  Party does not cure such Event of Default
within two (2) days after its receipt of notice of such default;

        (F) Notwithstanding  any provision contained herein to the contrary,  if
after  a  Condemnation  or  Casualty,  the  Owner  elects  not  to  undertake  a
restoration  of the Project,  the  Supervisory  Manager  shall have the right to
terminate this Agreement  without  penalty upon thirty (30) days prior notice to
the Managing Agent;  provided,  however, if the Supervisory Manager so elects to
terminate this  Agreement,  the Managing  Agent, if requested by the Supervisory
Manager, shall assist the Supervisory Manager in completing and filing any claim
forms  required  to be  completed  and filed,  and in  complying  with any other
procedures required to be complied with, in order to enable the Owner to receive
any Condemnation award or insurance proceeds the Owner is entitled to receive in
connection with any such Casualty or Condemnation,  and the Supervisory  Manager
shall pay the  Managing  Agent a  reasonable  fee, to be agreed upon between the
Supervisory  Manager and the Managing  Agent,  for so assisting the  Supervisory
Manager;

        (G) No termination of this Agreement,  by operation of law or otherwise,
shall relieve the parties hereto of their obligations  hereunder  accruing prior
to the date of the termination of this Agreement, including, without limitation,
any obligations to indemnify any person pursuant to Section 9 hereof;

        (H) Upon any termination of this Agreement,  whether pursuant to Section
10, by operation of law or  otherwise,  the Managing  Agent shall  forthwith (i)
surrender  and  deliver to the  Supervisory  Manager  all Gross  Proceeds of the
Project and other  monies of the Project on and in any Bank  Account,  including
any amounts in the Bank  Account,  (ii)  deliver to the  Supervisory  Manager as
received  any monies  which would be Gross  Proceeds  under this  Agreement  but
received after such  termination,  (iii) deliver to the Supervisory  Manager all
materials and supplies, keys, contracts and documents, and such other accounting
papers and records pertaining to this Agreement as the Supervisory Manager shall
request,  including all books and records  maintained for the Project,  and (iv)
confirm the  assignment to the  Supervisory  Manager,  of any and all rights the
Managing Agent may have in and to any existing  contracts,  licenses and permits
relating to the operation and  maintenance  of the Project,  as the  Supervisory
Manager  shall  require.  The Managing  Agent hereby  grants a power of attorney
(coupled  with an  interest)  to the  Supervisory  Manager to endorse any checks
received in connection  with the Project,  and hereby assigns to the Supervisory
Manager,


                                       12

<PAGE>



effective upon the date  of such  termination, any  and  all existing contracts,
licenses and permits relating to the operation and management of the Project;

        (I) The terms of this Article shall not be deemed to impair the right of
any party to  exercise  any right or remedy,  whether for  damages,  injunction,
specific performance or otherwise, upon any breach or termination hereof,

        (J) Within fifteen (15) days of any termination of this  Agreement,  the
Managing Agent shall render to Supervisory  Manager,  and to such persons as may
be  designated  by the  Supervisory  Manager,  a full  accounting to the date of
termination,  of  all  monies  received  by the  Managing  Agent  in  connection
herewith;

        (K) Supervisory  Manager,  at its discretion,  may cancel this Agreement
upon thirty (30) days written notice to Managing Agent for any reason whatsoever
(or for no reason).

    11. Notices.  All  notices,  consents,  approvals  or other  communications
provided  for in  this  Agreement  to be  given  by the  Managing  Agent  to the
Supervisory  Manager shall be in writing and shall be personally  served or sent
by facsimile transmission:

        TO THE SUPERVISORY MANAGER:

        Pembroke Supervisory Management, LLC
        70 East 55th Street, 7th Floor
        New York, NY 10022
        Attention:  Lawrence J. Cohen

    All notices,  consents,  approvals or other  communications  provided for in
this  Agreement to be given by the  Supervisory  Manager to the  Managing  Agent
shall  be in  writing  and  shall  be  personally  served  or sent by  facsimile
transmission:

        TO THE MANAGING AGENT:

        Colliers Nevada Management, LLC
        5310 Kietzke Lane, Suite 105
        Reno, NV 89511

        With a copy to:

        Marcus Clark
        Colliers Nevada Management, LLC
        53 10 Kietzke Lane, Suite 105
        Reno, Nevada 89511
        Fax Number:  (775) 823-4680




                                       13

<PAGE>



    12. Relationship and Further Actions.

        (A) The  Managing  Agent and the  Supervisory  Manager  intend that this
Agreement  establish  no  relationship  between them other than that of Managing
Agent  and  Supervisory  Manager,  respectively.  The  Managing  Agent  and  the
Supervisory Manager shall not be construed as joint ventures or partners of each
other and neither  shall have the power to bind or obligate  the other except as
set forth in this Agreement.

        (B) The parties  hereto agree to execute all  contracts,  agreements and
documents  and to take all actions  necessary to comply with the  provisions  of
this Agreement and the intent hereof.

    13. Applicable  Law. The  interpretation,  validity and performance of  this
Agreement  shall  be  governed  by  the  laws  of the State of New York  without
giving effect to the conflict of laws or principles thereof. If any of the terms
and  provisions  hereof shall be held invalid or  unenforceable  for any reason,
such  invalidity or  unenforceability  shall in no event affect any of the other
terms or provisions  hereof, all such other terms and provisions to be valid and
enforceable to the fullest extent permitted by law.

    14. Successors and Assigns.

        (A) The  Managing  Agent  shall  not  assign  or in any  manner  sell or
transfer any of its rights and interests as Managing Agent hereunder without the
prior written approval of the Supervisory Manager, nor shall any of the Managing
Agent's  obligations  hereunder be transferable on the Managing Agent's part, by
operation  or law or  otherwise,  without  the  prior  written  approval  of the
Supervisory Manager.

        (B)  The  terms,  provisions,   covenants,   undertakings,   agreements,
obligations  and  conditions of this  Agreement  shall be binding upon and shall
inure to the benefit of the successors and the permitted  assigns of the parties
hereto.

        (C) If at any time prior to the Expiration  Date, the Owner or any other
person or entity shall  succeed to the rights of the  Supervisory  Manager,  the
Managing  Agent agrees at the  election and upon request of any such person,  to
fully and completely attorn,  from time to time, to and recognize such person as
the  Supervisory  Manager under this  Agreement upon the terms and conditions of
this Agreement. Upon such attornment this Agreement shall continue in full force
and effect as a direct  agreement  between the Managing Agent and such successor
Supervisory Manager who shall not be (i) liable for any previous act or omission
of any prior  Supervisory  Manager  and (ii)  subject to any offsets or defenses
which may have  theretofore  accrued to the  Managing  Agent  against  any prior
Supervisory Manager.

    15. Hazards.  Owner and Supervisory  Manager agree to provide Managing Agent
with any information Owner and Supervisory Manager may have regarding Hazards in
the  Property.  Hazards shall  include,  but are not limited to,  asbestos,  PCB
transformers,  other toxic or hazardous  substances,  underground storage tanks,
and health and safety hazards. Managing Agent shall notify


                                       14

<PAGE>



Owner and Supervisory Manager if Managing Agent becomes aware of any Hazards in,
on or about the Property. Owner and Supervisory Manager understand that Managing
Agent is not a licensed  or  qualified  expert on Hazards.  Therefore,  Managing
Agent shall not be  responsible  for  discovering  Hazards,  in, on or about the
Property,  causing  the  Property  to comply  with laws  regarding  Hazards,  or
supervising technical work on Hazards.  Owner and Supervisory Manager understand
that the laws regarding the  disclosure of Hazards to tenants,  buyers and other
persons may be ambiguous and subject to conflicting interpretations.  Therefore,
if hazards are  discovered  in, on or about the Property  and Managing  Agent in
good faith disagrees with Owner's instructions regarding such disclosures,  then
Managing  Agent may terminate  this Agreement upon sixty(60) days written notice
to Owner and Supervisory Manager.

    16. General Provisions.

        (A) The  Supervisory  Manager  represents  that it has  full  power  and
authority  to execute  this  Agreement  and to be bound by and perform the terms
hereof. The Managing Agent represents it has full power and authority to execute
this  Agreement and be bound by and perform the terms hereof.  On request,  each
party shall furnish the other evidence of such authority.

        (B) Any change to or modification of this Agreement or any waiver of any
provision  hereof  must be in  writing  signed  by  both  parties  hereto.  This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original.  The captions for each Section are intended for  convenience
only.




                                       15

<PAGE>



     IN WITNESS WHEREOF, the  parties  hereto  have  duly executed and delivered
this Agreement effective the day and year first above written.


                            Owner:

                            HIGH CASH PARTNERS, L.P.

                               By: Pembroke HCP, LLC, General Partner

                                   By: Pembroke Companies, Inc., Member

                                       By:
                                          --------------------------------
                                          Lawrence  J. Cohen, President


                              Supervisory Manager:

                              PEMBROKE SUPERVISORY MANAGEMENT, LLC

                                 By: Pembroke Companies, Inc., Member

                                      By:
                                         ------------------------------------
                                         Lawrence J. Cohen, President


                              Managing Agent:

                              COLLIERS NEVADA MANAGEMENT, LLC


                                       By:
                                          ------------------------------------
                                          Marcus S. Clark


                                       16

<PAGE>



                                   EXHIBIT "A"
                       FORM OF MONTHLY OPERATING STATEMENT

                                 (SEE ATTACHED)

To include the following reports:

        1.  Variance Analysis with explanations
        2.  General Ledger
        3.  Accounts Payable Report (if available)
        4.  Billing and Collection Report (Rent Roll)
        5.  Accounts Receivable Aging Report and Analysis with explanations
        6.  Consolidated Cash Flow
        7.  Cash Disbursement Journal



                                       17

<PAGE>


                                   Exhibit "C"

                                 Gross Proceeds

    The   term  "Gross   Proceeds"  shall  include  those  items  described   in
Section 4(12) of this Agreement. For purposes of determining the Management Fee,
rent  shall not  include  (i) fire  loss or other  insurance  proceeds,  capital
improvements,  remodeling and tenant change costs (including any overhead factor
payable by tenants),  (ii) security  deposits  except for the portion applied to
past due rent;  (iii) prepaid  rents except for the portion  applied to the then
current month; or (iv) sums collected or paid for sales, excise or use taxes.



                                       18