##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

(Mark One)



|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR



|  |  |                                                                                             
|- |  | --------------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number 0-18528

INCOME GROWTH PARTNERS, LTD. X, A
CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)



|                                                             |  |                    
|------------------------------------------------------------ |  | -------------------
|CALIFORNIA                                                   |  | 33-0294177         
|(State or other jurisdiction of                              |  | (I.R.S. Employer   
|incorporation or organization)                               |  | Identification No.)
|                                                             |  |                    
|11230 Sorrento Valley Road, Suite 220, San Diego, California |  | 92121              
|(Address of principal executive
offices)                     |  | (Zip Code)         

(858) 457-2750
(Registrants telephone number, including area code)

Securities registered pursuant to
Section 12(b) of the Act: None

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

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

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

State issuers revenues for its most recent
fiscal year: $5,662,089



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TABLE OF CONTENTS



|             |                                                                                               |  |  |  |  |  |  | 
|------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I      
|             | Item 1. Business                                                                             
|             | Item 2. Properties                                                                           
|             | Item 3. Legal Proceedings                                                                    
|             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II     
|             | Item 5. Market for Registrants Units and Related Security Holder Matters                    
|             | Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations
|             | Item 7. Financial Statements and Supplementary Data                                          
|             | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III    
|             | Item 9. General Partner and Executive Officers of the Partnership                            
|             | Item 10. Executive Compensation                                                              
|             | Item 11. Security Ownership of Certain Beneficial Owners and Management                      
|             | Item 12. Certain Relationships and Related Transactions                                      
|PART IV     
|             | Item 13. Exhibits, Reports on Form 8-K and Financial Statement Schedules                     
|             | Item 14. Controls and Procedures                                                             
|Signatures  
|EXHIBIT 99.1



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##### Table of Contents



TABLE OF CONTENTS

|           |  |                                                                                       |  |      | 
|---------- |  | ------------------------------------------------------------------------------------- |  | ---- | 
|           |  |                                                                                       |  | PAGE
|           |  |                                                                                       |  |     
|PART I     |  |                                                                                       |  |      | 
|Item 1.    |  | Business                                                                              |  | 1    | 
|Item 2.    |  | Properties                                                                            |  | 2    | 
|Item 3.    |  | Legal Proceedings                                                                     |  | 3    | 
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 3    | 
|PART II    |  |                                                                                       |  |      | 
|Item 5.    |  | Market for the Registrants Units and Related Security Holder Matters                 |  | 3    | 
|Item 6.    |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations |  | 4    | 
|Item 7.    |  | Financial Statements and Supplementary Data                                           |  | 6    | 
|Item 8.    |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures |  | 6    | 
|PART III   |  |                                                                                       |  |      | 
|Item 9.    |  | General Partner and Executive Officers of the Partnership                             |  | 6    | 
|Item 10.   |  | Executive Compensation                                                                |  | 7    | 
|Item 11.   |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 7    | 
|Item 12.   |  | Certain Relationships and Related Transactions                                        |  | 8    | 
|PART IV    |  |                                                                                       |  |      | 
|Item 13.   |  | Exhibits, Reports on Form 8-K and Financial Statement Schedules                       |  | 8    | 
|Item 14.   |  | Controls and Procedures                                                               |  | 10   | 
|Signatures |  |                                                                                       |  | 11   | 





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##### Table of Contents






PART I




Item 1. Business

General

Income Growth Partners, Ltd. X, a California limited partnership (the Limited
Partnership) and subsidiaries (collectively, the Partnership), was formed in
February 1988 to acquire, operate and hold for investment one or more parcels
of income-producing, multi-family residential real property. Currently, the
Limited Partnership operates two separate apartment complexes in Southern
California: 1) Mission Park and 2) Shadow Ridge Meadows. The limited
partnership agreement provides that the Partnership shall continue through
February 2021, unless terminated sooner.

Income Growth Management, Inc. (IGM) is the sole general partner. The
general partner has made no cash capital contributions to date. As of December
31, 2002, there were 1,984 limited partners in the Partnership.

The Partnership has no full-time employees. Employees of corporations
affiliated with the general partner perform certain administrative and other
services on behalf of the Partnership (see Item 12). The Partnerships
executive offices are located at 11230 Sorrento Valley Road, Suite 220, San
Diego, California 92121 and the Partnerships telephone number is (858)
457-2750.

Financing Strategy

The Partnership seeks to minimize the cost of financing its properties and will
refinance existing loans from time to time to take advantage of prevailing
market conditions. The Mission Park and Shadow Ridge Meadows properties were
refinanced to prevailing rates during 1995 and 1997, respectively.

Competitive Conditions

Changes in the national and regional economic climates, changes in local real
estate conditions, such as the oversupply of apartments or a reduction in
demand for apartments, competition from single-family housing, apartment
properties and other forms of multifamily residential housing, the inability to
provide adequate maintenance and to obtain adequate insurance, increased
operating costs, changes in zoning, building, environmental, rent control and
other laws and regulations, the costs of compliance with current and future
laws, changes in real property taxes and unusual occurrences (such as
earthquakes and floods) and other factors beyond the control of the Partnership
may adversely affect the income from, and value of, the Partnerships
properties.

Leases and Inflation

Substantially all of the leases at the Partnerships apartment properties are
for a period of one year or less, allowing, at the time of renewal, for
adjustments in the rental rate and the opportunity to release the apartment
unit at the prevailing market rate. The short-term nature of these leases
generally serves to minimize the risk to the Partnership of the adverse effect
of inflation and the Partnership does not believe that inflation has had a
material adverse impact on its revenues.

1



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##### Table of Contents



Item 1. Business (Continued)

Restrictions Imposed by Laws Benefiting Disabled Persons

Under the Americans with Disabilities Act of 1990 (the ADA), all places of
public accommodation are required to meet certain federal requirements related
to access and use by disabled persons. These requirements became effective in
1992. A number of additional federal, state and local laws exist which also
may require modifications to the properties, or restrict certain further
renovations thereof, with respect to access thereto by disabled persons. For
example, the Fair Housing Amendments Act of 1988 (the FHAA) requires
apartment properties first occupied after March 13, 1990 to be accessible to
the handicapped. Noncompliance with the ADA or the FHAA could result in an
order to correct any noncomplying feature, which could result in substantial
capital expenditures. Although management of the Partnership believes that the
properties are substantially in compliance with present requirements, if the
properties are not in compliance, the Partnership is likely to incur additional
costs to comply with the ADA and the FHAA.

During 1995, on a tax free basis, the Limited Partnership exchanged the Mission
Park property for a 99% interest in IGP X Mission Park Associates, L.P., a
newly formed California limited partnership (the Mission Park Subsidiary).
The Mission Park Subsidiary is separate and distinct from the Limited
Partnership having separate assets, liabilities and business operations.

During 1997, on a tax free basis, the Limited Partnership exchanged the Shadow
Ridge Meadows property for a 99% interest in IGP X Shadow Ridge Meadows, Ltd.,
a newly formed California limited partnership (the Shadow Ridge Meadows
Subsidiary). The Shadow Ridge Meadows Subsidiary is also separate and
distinct from the Partnership, having separate assets, liabilities and business
operations.

Formation of the Mission Park Subsidiary and the Shadow Ridge Subsidiary had no
impact on the Partnerships overall financial condition, results of operations,
allocation of net income/loss, cash distributions or Partnership assets.




Item 2. Properties

The Partnership, through its subsidiaries, presently owns two properties as
follows:



| |  | Mission Park:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Date of purchase: August 1989                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Purchase price: $17,100,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Property Description: A 264 unit apartment complex located in San Marcos,
California. The property includes two full-size recreation rooms, two
heated swimming pools and spas, night-lighted tennis courts, a satellite
cable TV system and covered parking. The building is approximately 13
years old. The property contains 215,292 square feet. Mortgage debt
outstanding on this property as of December 31, 2002 and 2001, was
approximately $9,400,000 and $9,600,000, respectively.

2



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##### Table of Contents



Item 2. Properties (Continued)



| |  | Shadow Ridge Meadows:                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Date of purchase: November 1988                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Purchase price: $12,700,000                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Property Description: A 184 unit apartment complex located in Vista,
California. The property includes a large recreation center, a heated
swimming pool and spa, five laundry facilities, a satellite cable TV system
and covered parking. The building is approximately 14 years old. The
property contains 127,197 square feet. Mortgage debt outstanding on this
property as of December 31, 2002 and 2001, was approximately $9,300,000 and
$9,400,000, respectively.
|
| |  | As depreciation methods for tax and accounting purposes may differ, the tax
basis of the properties will vary from the amounts reported in the
financial statements.                                                                                                                                                                                                                                                                                                      




Item 3. Legal Proceedings

The Partnership is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of its business, which in the
opinion of the Partnerships management, are not individually or in the
aggregate material to its business.




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

None




PART II




Item 5. Market for Registrants Units and Related Security Holder Matters



|(a) |  | Market Information                                                                                                                                                                                                                                                                                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | As of December 31, 2002, the outstanding securities of the Partnership
included the Original Units and Class A Units held by the limited partners.
The Partnerships Amended and Restated Agreement of Partnership
substantially restricts transfers of all units and no public trading market
for the units exists or is intended or expected to develop.
|   
|(b) |  | Holders                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | As of December 31, 2002, the Partnerships 18,826.5 outstanding Original
Units and 8,100 Class A Units were held by an aggregate of 1,984 Limited
Partners.                                                                                                                                                                                               
|   
|(c) |  | Dividends                                                                                                                                                                                                                                                                                                                                                 
|   
|    |  | As a limited partnership, the Partnership does not pay dividends.                                                                                                                                                                                                                                                                                         
|   
|    |  | The amended partnership agreement provides that any distributions of cash
from operations will be made in the following order of priority:                                                                                                                                                                                                                

3



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##### Table of Contents



Item 5. Market for Registrants Units and Related Security Holder Matters
(Continued)



| |  | First, each Class A Unit receives a 12% cumulative noncompounded annual
return on the balance of actual funds invested in Class A Units. Second,
each Class A Unit receives a total return of original invested capital.
Third, each Class A Unit receives a $500 bonus. Fourth, each Original Unit
holder receives a 10% noncumulative return on the adjusted balance of
original invested capital. Thereafter, 90% of distributions of cash from
operations will be made to the Original Unit holders and 10% to the general
partner.                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The amended partnership agreement also provides that any distributions of
cash from sale or refinancing of will be made in the following order of
priority:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | First, each Class A Unit receives a 12% cumulative noncompounded annual
return on the balance of actual funds invested in Class A Units. Second,
each Class A Unit receives a total return of original invested capital.
Third, each Class A Unit receives a $500 bonus. Fourth, each Original Unit
holder receives an amount equal to the adjusted balance of original
invested capital. Fifth, the general partner receives any non-subordinated
debts payable to them. Sixth, each Original Unit holder receives a 10%
cumulative return on the adjusted balance of original invested capital (the
Preferred Return). Thereafter, 85% of distributions of cash from sale or
refinancing will be made to the Original Unit holders and 15% to the
general partner. As of December 31, 2002, the general partner has not
received any cash distributions from operations or from a sale or
refinancing.
|
| |  | The Partnership distributed approximately $810,000 during 2002 and $907,200
during 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Cash distributions are determined at the discretion of the general partner.
Any future distributions are largely dependent on future income, expenses,
debt service and operating reserves and there can be no assurance that
future distributions will be paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          




Item 6. Managements Discussion and Analysis of Financial Condition and Results
of Operations

The following Managements Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the financial
statements and notes thereto filed herein. Historical results and percentage
relationships set forth in the consolidated statement of operations in the
financial statements, including trends which might appear, should not be taken
as indicative of future operations.

Statements contained in this report that are not purely historical are
forward-looking statements including statements regarding the Partnerships
expectations, intentions, beliefs or strategies regarding the future. All
forward-looking statements included in this report are based upon the
information available to the Partnership on the date thereof, and the
Partnership assumes no obligation to update any such forward-looking
statements. It is important to note that the Partnerships actual results
could differ materially from those in such forward-looking statements.



|(a) |  | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In January 1994, the Limited Partnership filed a voluntary petition for
relief under Chapter 11 of the federal bankruptcy laws in the United States
Bankruptcy Court for the Southern District of California.                                                                                                                                                                                                  
|   
|    |  | Under the provisions of the Plan of Reorganization (the Plan), the Limited
Partnership was allowed to retain ownership of the Mission Park and Shadow
Ridge Meadows properties. Despite $2,025,000 in additional capital from
existing investors in the form of Class A Units, the Limited Partnership was
unable to raise the necessary capital to retain ownership of its third
property, Margarita Summit.

4



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Item 6. Managements Discussion and Analysis of Financial Condition and Results
of Operations (Continued)



| |  | The Limited Partnership emerged from Chapter 11 effective in May 1995 having
fully satisfied all claims in accordance with the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Prior to 1996, the Partnerships operating and debt service obligations had
been financed through the sale of Partnership Units, cash provided by
operating activities, and 1995 debt restructuring activities. During 1996
through 2001, all of the Partnerships operating and debt service cash
requirements have been met through cash generated from operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 deals with the accounting
and reporting for costs associated with exit or disposal activities and
certain other costs associated with those activities, which were previously
recognized as liabilities that did not meet the definitions of a liability.
The Partnership is required to adopt the provisions of SFAS No. 146 during
the first quarter of 2003. Management believes that the adoption of SFAS No.
146 will not have a material impact on the Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes a
single accounting model, based on the framework established in SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, for long-lived assets to be disposed of by sale,
and resolves significant implementation issues related to SFAS No. 121. The
Partnership did not have any amounts recorded during 2002 related to the
implementation of SFAS No. 144. The Partnership adopted the provisions of
SFAS No. 144 during the first quarter of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The standard
applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and (or)
normal use of the assets. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
fair value of the liability is added to the carrying amount of the
associated asset and this additional carrying amount is depreciated over the
life of the asset. The Partnership adopted the provisions of SFAS No. 143
for the first quarter of 2002. The adoption of SFAS No. 143 did not have a
material impact on the Partnership.
|
| |  | Comparison of year ended December 31, 2002 to the year ended December 31,
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Net cash provided by operating activities for the year ended December 31,
2002 was $1,703,000 compared to $1,348,000 for the same period in 2001.
The principal reason for this difference was an increase in rental revenue
which resulted in an increase in Net Income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Net cash used in investing activities for the year ended December 31, 2002
was $460,000 compared to $368,000 for the same period in 2001. The
increase in cash used in investing activities was due primarily to the
capital expenditures made for the renovation and repositioning projects at
Mission Park and Shadowridge. This included such items as an exterior
paint job, office remodelling and signage upgrades.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Net cash used in financing activities for the year ended December 31, 2002
was $1,068,000 compared to $1,149,000 for the same period in 2001. The
decrease was primarily due to the decrease in distributions to partners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5



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##### Table of Contents



Item 6. Managements Discussion and Analysis of Financial Condition and Results
of Operations (Continued)



|(b) |  | Results of Operations                                                                                                                                                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Comparison of year ended December 31, 2002 to the year ended December 31,
2001.                                                                                                                                                                                                                                
|   
|    |  | Rental revenuefor the year ended December 31, 2002, was $5,356,000, an
increase of 7% over rents of $4,979,000 in the comparable period in 2001.
The increase is primarily attributable to increased rental revenue.
Average occupancy rates were essentially unchanged from 2001 to 2002 at
approximately 96%.
|   
|    |  | Interest expensefor the year ended December 31, 2002, was $1,445,000, a
decrease of 0.1% over interest expense of $1,464,000 in the comparable
period in 2001.                                                                                                                                                 
|   
|    |  | Operating expensesfor the year ended December 31, 2002, were $2,427,000, a
decrease of 0.1% over operating expense of $2,458,000 in the comparable
period in 2001.                                                                                                                                             
|   
|    |  | Depreciation and amortization expensefor the year ended December 31, 2002
was $966,000, an increase of 4% over the expense of $929,000 in the
comparable period in 2001. The increase is primarily attributable to the
capital expenditures made during the year.                                              




Item 7. Financial Statements and Supplementary Data

The consolidated financial statements and supplementary data required by this
Item are set forth at the pages indicated in Item 13(a).




Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

On December 27, 2002, Form 8-K was filed to report the resignation of Nation
Smith Hermes Diamond as the Partnerships independent auditors effective
December 12, 2002.

On March 11, 2003, Form 8-K was filed to report the engagement of PKF as the
Partnerships independent auditors effective December 10, 2002.






| |  | PART III
| |  | --------




Item 9. General Partner and Executive Officers of the Partnership



| |  | The general partner of the Partnership is Income Growth Management, Inc.
(IGM), a California corporation. The executive officers of IGM do not
receive compensation from the Partnership.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The names, ages and positions of responsibility held by the executive
officers and directors of IGM are as follows:                                                                        

|               |  |     |    |          |  |                                           | 
|-------------- |  | --- | -- | -------- |  | ----------------------------------------- | 
|Name           |  | Age |    | Position | 
|               |  |     |    |          | 
|David Maurer   |  |     | 50 |          |  | President and Director                   
|Timothy Maurer |  |     | 53 |          |  | Secretary and Director                    | 
|Robert Green   |  |     | 45 |          |  | Vice President of Operations and Director

6



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##### Table of Contents



Item 9. General Partner and Executive Officers of the Partnership (Continued)



| |  | Family Relationships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | David Maurer and Timothy Maurer are brothers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | The following is a brief background of the directors and executive officers
of IGM:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | DAVID MAURER has served as President and Director of IGM since 1992, and as
President and Director of ENA Corporation (ENA), an affiliate of IGM,
since 1979. He has been involved in real estate syndication and property
management since 1980, and in real estate development and construction
since 1974. David was educated at the University of California, San Diego
(B.A. 1974).                                                                                                                                                                                                
|
| |  | TIMOTHY MAURER has served as Secretary and Director of IGM since 1979. He
has been involved in real estate syndication, development, design and
construction since 1975. Timothy was educated at the California College of
Arts and Crafts, Oakland (B.F.A. 1972).                                                                                                                                                                                                                                                                                                                        
|
| |  | ROBERT GREEN has served as Vice President of Operations and Director of IGM
since 1988. He has also been the Director of Property Management of ENA
since 1988. He has been directly involved in property management since
1980. Robert worked for four years with Coldwell Banker Real Estate
Management Services in San Diego, managing both commercial and residential
property. He also worked for four years with C&R Realty Company managing
over 75 residential properties in Oregon and Washington. Robert was
educated at Pacific University in Forest Grove, Oregon (B.A. 1980).




Item 10. Executive Compensation



| |  | The Partnership has no executive officers and has not paid nor proposes to
pay any compensation or retirement benefits to the directors or executive
officers of Income Growth Management, Inc., the general partner. See Item
12 for compensation to the general partner.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 11. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

|               |  |                     |                        |                      |  |          |  |  |  |     |  
|-------------- |  | ------------------- | ---------------------- | -------------------- |  | -------- |  |  |  | --- | -
|               |  | Name and Address of |                        | Amount and Nature of |  | Percent 
|Title of Class |  | Beneficial Owner    |                        | Beneficial Ownership |  | of Class
|               |  |                     |                        |                      |  |         
|Class A Units  |  |                     | John W. Baer           |                      |  | 609.0000 |  |  |  | 7.5 | %
|               |  |                     | 1091 Valley View Court |                      |  |          |  |  |  |     |  
|               |  |                     | Los Altos, CA 94024    |                      |  |          |  |  |  |     |  



| |  | No other person or group is known by the Partnership to own beneficially
more than 5% of the outstanding Original Units or Class A Units.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------

(b) Security Ownership of Management



| |  | None of the officers and directors of the Partnerships corporate general
partners are the beneficial owners of any Original Units or Class A Units.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

7



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##### Table of Contents






Item 12. Certain Relationships and Related Transactions



| |  | The Partnership is entitled to engage in various transactions involving its
general partners and its affiliates as described in the Partnership
Agreement.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The table below reflects amounts paid to the general partner or its
affiliates during the following years:                                                

|                     |  |      |         |      |  |   |         | 
|-------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|                     |  | 2002 |         | 2001
|                     |  |      |         |     
|Management fees      |  | $    | 284,000 |      |  | $ | 245,000 | 
|Administrative costs |  |      | 192,000 |      |  |   | 115,000 | 
|Administrative fees  |  |      | 20,000  |      |  |   | 17,000  | 




PART IV




Item 13. Exhibits, Reports on Form 8-K and Financial Statement Schedules



|(a) |  | Documents filed as part of this report:
|--- |  | ---------------------------------------



| | (1) |  | Financial Statements                                                                                                                     
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The following financial statements of the Partnership and related notes
to financial statements and accountants report are filed herein:



| | Independent Auditors Reports
| | -----------------------------



| | Consolidated Balance Sheets as of December 31, 2002 and 2001
| | ------------------------------------------------------------



| | Consolidated Statements of
Operations for the years ended December 31, 2002 and 2001
| | ------------------------------------------------------------------------------------



| | Consolidated Statements of
Partners Deficit for the years ended December 31, 2002 and 2001
| | -------------------------------------------------------------------------------------------



| | Consolidated Statements of Cash
Flows for the years ended December 31, 2002 and 2001
| | ------------------------------------------------------------------------------------



| | Notes to Consolidated Financial Statements
| | ------------------------------------------



| | (2) |  | Financial Statement Schedule                                                                                                         
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Schedule III - Real Estate and Accumulated Depreciation                                                                              
|
| |     |  | All other schedules are either not required, or the information therein
is included in the notes to the audited financial statements.



|(b) |  | Form 8-K Filings                                                                                                                                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The information required by this item is incorporated by reference to the
Form 8-K filed December 27, 2002 and March 11, 2003, per Item 8 in Part II
of this annual filing.

8



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##### Table of Contents



Item 13. Exhibits, Reports on Form 8-K and Financial Statement Schedules
(Continued)

(c)   Exhibits



| |  | The following Exhibit Index lists the exhibits that are either filed as
part of this report or incorporated herein by reference from a prior
filing.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT INDEX

|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|----------- |  | ----------- |  | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Exhibit No. |  | Description |  | Location
|            |  |             |  |         
|2.2         |  |             |  |          |  | Second Amended Disclosure Statement to Debtors
Second Amended Plan of Reorganization, As Revised
(with Second Amended Plan of Reorganization
attached as Exhibit 1) filed with the Bankruptcy Court
on October 25, 1994;                                                                                                                                                                                                                                                                                                                   |  | (1)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|            |  |             |  |          |  | Order Approving Second Amended Disclosure
Statement to Debtors Second Amended Plan of
Reorganization, Approving Ballots and Fixing
Dates for Filing Acceptances or Rejections of Plan
and for Confirmation Hearing, Combined with
Notice Thereof;
Equity Interest Holder Ballot for Accepting or
Rejecting Debtors Second Amended Plan of
Reorganization;
Offering Memorandum for Income Growth Partners,
Ltd. X Class A Units dated October 27, 1994 (with
Amended and Restated Agreement of Limited
Partnership attached as Exhibit B). |  |    
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|3.1         |  |             |  |          |  | Articles of Incorporation of IGP X Mission Park, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | (2)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|4.2         |  |             |  |          |  | Amended and Restated Agreement of Limited Partnership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | (3)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|4.3         |  |             |  |          |  | Agreement of Limited Partnership of IGP X Mission
Park Associates, L.P., A California Limited Partnership                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | (2)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|4.4         |  |             |  |          |  | Agreement of Limited Partnership of IGP X Shadow Ridge
Meadows, Ltd., A California Limited Partnership                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | (2)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|28.1        |  |             |  |          |  | Prospectus dated January 3, 1991                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | (4)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|28.4        |  |             |  |          |  | Letter regarding resignation of General Partner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | (5)
|            |  |             |  |          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |    
|99.1        |  |             |  |          |  | Certification under
Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |    



---



|(1) |  | Incorporated by reference from the Partnerships Quarterly Report on Form
10-Q for the third quarter ended September 30, 1994 (Commission File
Number 0-18528).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

9



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##### Table of Contents



EXHIBIT INDEX (Continued)



|(2) |  | Incorporated by reference from the Partnerships Current Report on Form
8-K dated December 27, 1995 (Commission File Number 0-18528).                                                                                                                                                                                            
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Included as Exhibit B to the Partnerships Offering Memorandum for
Income Growth Partners, Ltd. X Class A Units dated October 27, 1994,
included in Exhibit 2.2 incorporated by reference from the Partnerships
Quarterly Report on Form 10-Q for the third quarter ended September 30,
1994 (Commission File Number 0-18528).
|   
|(4) |  | Incorporated by reference from the Partnerships Annual Report on Form
10-K for the Fiscal Year ended December 31, 1992 (Commission File Number
0-18528).                                                                                                                                                                        
|   
|(5) |  | Incorporated by reference from the Partnerships Annual Report on Form
10-K for the Fiscal Year ended December 31, 1993 (Commission File Number
0-18528).                                                                                                                                                                        




Item 14. Controls and
Procedures

Within the 90 days prior to the filing
of this report, Income Growth Partners, Ltd. X and Subsidiaries'
management, including the Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness of our
disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that such
disclosure controls and procedures are effective in alerting them on
a timely basis to material information relating to the partnership required
to be included in the partnership's periodic filings under the Exchange
Act. There have been no significant changes in internal controls or
in factors that could significantly affect internal controls,
including any corrective actions with regard to significant
deficiencies and material weaknesses, subsequent to the date the
Chief Executive Officer and Chief Financial Officer completed their
evaluation.

10



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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:
3/21/03



|INCOME GROWTH PARTNERS, LTD. X
(a California Limited Partnership)
|-----------------------------------------------------------------

|    |  |                                               
|--- |  | ----------------------------------------------
|By: |  | Income Growth Management, Inc.
General Partner

| |  |     |                                                
| |  | --- | -----------------------------------------------
| |  | By: | /s/ David W. Maurer
 David W. Maurer, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                      |  |                    |  |        
|--------------------- |  | ------------------ |  | -------
|Signatures            |  | Title and Capacity |  | Date   
|                     
|/s/ David W. Maurer   |  | CEO                |  | 3/21/03
|                      |  |                    |  |        
|                     
|/s/ Timothy C. Maurer |  | CFO                |  | 3/21/03
|                      |  |                    |  |        

11



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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS - ITEM 14 OF FORM 10-KSB

|                                             |                                                                                |  |      |      | 
|-------------------------------------------- | ------------------------------------------------------------------------------ |  | ---- | ---- | 
|                                             |                                                                                |  | Page
|                                             |                                                                                |  |     
|Independent Auditors Report                 |                                                                                |  | F-2  |     
|Independent Auditors Report                 |                                                                                |  | F-3  |     
|Consolidated Financial Statements and Notes: |                                                                                |  |      |     
|                                             | Balance Sheets as of December 31, 2002 and 2001                                |  |      | F-4  | 
|                                             | Statements of Operations for the Years Ended
December 31, 2002 and 2001        |  |      | F-5  | 
|                                             | Statements of Partners Deficit for the Years Ended
December 31, 2002 and 2001 |  |      | F-6  | 
|                                             | Statements of Cash Flows for the Years Ended
December 31, 2002 and 2001        |  |      | F-7  | 
|                                             | Notes to Consolidated Financial Statements                                     |  |      | F-8  | 
|                                             | Schedule III - Real Estate and Accumulated Depreciation                        |  |      | F-15 | 

F-1





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INDEPENDENT AUDITORS REPORT

To the Board of Directors and Partners
Income Growth Partners, Ltd. X and Subsidiaries
San Diego, California

We have audited the consolidated balance sheet of Income Growth Partners, Ltd.
X and Subsidiaries (the Partnership) as of December 31, 2002, the related
consolidated statements of operation, partners deficit and cash flows for the
year then ended and the supplemental financial statement schedule. These
financial statements and schedule are the responsibility of the Partnerships
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements and schedule referred to
above present fairly, in all material respects, the consolidated financial
position of Income Growth Partners, Ltd. X and Subsidiaries at December 31,
2002, and the consolidated results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

|                                       |  |                                                                     
|-------------------------------------- |  | --------------------------------------------------------------------
|San Diego, California
January 28, 2003 |  | /s/  PKF
PKF
Certified Public Accountants
A Professional Corporation

F-2





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##### Table of Contents



Independent Auditors Report

To the Board of Directors of
Income Growth Partners, Ltd. X
and Subsidiaries

We have audited the accompanying consolidated balance sheet of Income Growth
Partners, Ltd. X (a California limited partnership) and Subsidiaries (the
Partnership) (see Note 1 to the consolidated financial statements) as of
December 31, 2001, and the related consolidated statements of income, partners
deficit and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Partnerships management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Income
Growth Partners, Ltd. X and Subsidiaries as of December 31, 2001, and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with accounting principles generally accepted in the
United States of America.

/s/ Nation Smith Hermes Diamond
February 15, 2002

F-3





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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001

|                                                                                             |                                                |   |                         |             |      |            |            |             |   |            |  
|-------------------------------------------------------------------------------------------- | ---------------------------------------------- | - | ----------------------- | ----------- | ---- | ---------- | ---------- | ----------- | - | ---------- | -
|ASSETS                                                                                      
|                                                                                             |                                                |   |                         |             | 2002 |            | 2001      
|                                                                                             |                                                |   |                         |             |      |            |           
|Rental Properties (Notes 1 and 3)                                                            |                                                |   |                         |             |      |            |            |            
|                                                                                             | Land                                           |   | $                       | 7,078,365   |      |            | $          | 7,078,365   |  
|                                                                                             | Buildings and improvements                     |   |                         | 22,907,239  |      |            |            | 22,447,049  |  
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                |   | 29,985,604              |             |      |            | 29,525,414 |            
|                                                                                             | Less accumulated depreciation                  |   |                         | (12,909,758 | )    |            |            | (12,033,933 | )
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                |   | 17,075,846              |             |      |            | 17,491,481 |            
|Cash and cash equivalents (Notes 1 and 5)                                                    |                                                |   | 604,969                 |             |      |            | 429,729    |            
|Deferred loan fees, net of accumulated amortization
of $415,758 in 2002 and $325,275 in 2001 |                                                |   | 361,425                 |             |      |            | 451,908    |            
|Prepaid expenses and other assets                                                            |                                                |   | 182,775                 |             |      |            | 186,181    |            
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                | $ | 18,225,015              |             |      | $          | 18,559,299 |            
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|LIABILITIES AND PARTNERS DEFICIT                                                           
|Mortgage notes payable (Note 3)                                                              |                                                | $ | 18,689,960              |             |      | $          | 18,939,550 |            
|Other Liabilities                                                                            |                                                |   |                         |             |      |            |            |            
|                                                                                             | Note payable to affiliate (Notes 3 and 4)      |   |                         |            |      |            |            | 8,000       |  
|                                                                                             | Accounts payable and accrued liabilities       |   |                         | 144,320     |      |            |            | 241,171     |  
|                                                                                             | Accrued interest payable                       |   |                         | 122,317     |      |            |            | 122,317     |  
|                                                                                             | Security deposits                              |   |                         | 233,005     |      |            |            | 226,029     |  
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                |   | Total liabilities       |             |      | 19,189,602 |            |             |   | 19,537,067 |  
|Commitments and contingencies (Note 5)                                                       |                                                |   |                         |             |      |            |            |            
|Partners deficit                                                                            |                                                |   |                         |             |      |            |            |            
|                                                                                             | Limited partners deficit                      |   |                         | (829,498    | )    |            |            | (719,202    | )
|                                                                                             | General partners deficit                      |   |                         | (125,089    | )    |            |            | (248,566    | )
|                                                                                             | Notes receivable from general partner (Note 4) |   |                         | (10,000     | )    |            |            | (10,000     | )
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                |   | Total partners deficit |             |      | (964,587   | )          |             |   | (977,768   | )
|                                                                                             |                                                |   |                         |             |      |            |            |             |  
|                                                                                             |                                                | $ | 18,225,015              |             |      | $          | 18,559,299 |            
|                                                                                             |                                                |   |                         |             |      |            |            |             |  

The accompanying notes are an integral part of the consolidated financial statements.

F-4





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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2002 and 2001

|                                                             |                                                                                        |                                            |   |           |           |      |   |           |           | 
|------------------------------------------------------------ | -------------------------------------------------------------------------------------- | ------------------------------------------ | - | --------- | --------- | ---- | - | --------- | --------- | 
|                                                             |                                                                                        |                                            |   | 2002      |           | 2001
|                                                             |                                                                                        |                                            |   |           |           |     
|Revenues                                                     |                                                                                        |                                            |   |           |           |      |   |          
|                                                             | Rents (Note 1)                                                                         |                                            | $ | 5,355,976 |           |      | $ | 4,978,621 |          
|                                                             | Other                                                                                  |                                            |   | 303,866   |           |      |   | 288,823   |          
|                                                             | Interest                                                                               |                                            |   | 2,247     |           |      |   | 7,094     |          
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          
|                                                             |                                                                                        | Total revenues                             |   |           | 5,662,089 |      |   |           | 5,274,538 | 
|Expenses                                                     |                                                                                        |                                            |   |           |           |      |   |          
|                                                             | Operating expenses (exclusive of depreciation and
amortization shown separately below) |                                            |   | 2,427,176 |           |      |   | 2,458,077 |          
|                                                             | Interest                                                                               |                                            |   | 1,445,424 |           |      |   | 1,463,836 |          
|                                                             | Depreciation and amortization (Note 1)                                                 |                                            |   | 966,308   |           |      |   | 928,624   |          
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          
|                                                             |                                                                                        | Total expenses                             |   |           | 4,838,908 |      |   |           | 4,850,537 | 
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          
|                                                             |                                                                                        | Net income                                 |   | $         | 823,181   |      |   | $         | 424,001   | 
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          
|Basic and diluted per limited partnership unit data (Note 2) |                                                                                        |                                            |   |           |           |      |   |          
|                                                             |                                                                                        | Net income                                 |   | $         | 25.98     |      |   | $         | 13.38     | 
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          
|                                                             |                                                                                        | Weighted average limited partnership units |   |           | 26,926    |      |   |           | 26,926    | 
|                                                             |                                                                                        |                                            |   |           |           |      |   |           |          

The accompanying notes are an integral part of the consolidated financial statements.

F-5





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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS DEFICIT
For the Years Ended December 31, 2002 and 2001

|                           |                        |   |                 |   |                 |   |          |         |          |   |         |   |  |   |          |          |   |   |          |          |  
|-------------------------- | ---------------------- | - | --------------- | - | --------------- | - | -------- | ------- | -------- | - | ------- | - |  | - | -------- | -------- | - | - | -------- | -------- | -
|                           |                        |   | General Partner |   | Limited Partner |   |          |         |         
|                           |                        |   |                 |   |                 |   |          |         |         
|                           |                        |   | Note            |   |                 |   |          |         | Original |   | Class A |   |  |   |         
|                           |                        |   | Receivable      |   | Capital         |   | Partner  |         | Partner  |   | Total  
|                           |                        |   |                 |   |                 |   |          |         |          |   |        
|Balance, December 31, 2000 |                        | $ | (10,000         | ) |                 | $ | (312,166 | )       |          | $ |        |   |  | $ | (172,403 | )        |   | $ | (494,569 | )       
|                           | Distributions (Note 2) |   |                 |  |                 |   |          |        |          |   |         |  |  |   |          | (907,200 | ) |   |          | (907,200 | )
|                           | Net income             |   |                 |  |                 |   |          | 63,600  |          |   |         |  |  |   |          | 360,401  |   |   |          | 424,001  |  
|                           |                        |   |                 |   |                 |   |          |         |          |   |         |   |  |   |          |          |   |   |          |         
|Balance, December 31, 2001 |                        |   | (10,000         | ) |                 |   | (248,566 | )       |          |   |        |   |  |   | (719,202 | )        |   |   | (977,768 | )       
|                           | Distributions (Note 2) |   |                 |  |                 |   |          |        |          |   |         |  |  |   |          | (810,000 | ) |   |          | (810,000 | )
|                           | Net income             |   |                 |  |                 |   |          | 123,477 |          |   |         |  |  |   |          | 699,704  |   |   |          | 823,181  |  
|                           |                        |   |                 |   |                 |   |          |         |          |   |         |   |  |   |          |          |   |   |          |         
|Balance, December 31, 2002 |                        | $ | (10,000         | ) |                 | $ | (125,089 | )       |          | $ |        |   |  | $ | (829,498 | )        |   | $ | (964,587 | )       
|                           |                        |   |                 |   |                 |   |          |         |          |   |         |   |  |   |          |          |   |   |          |         

The accompanying notes are an integral part of the consolidated financial statements.

F-6



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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2002 and 2001

|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |           |         |            |   | 
|---------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------------- | --------- | ------- | ---------- | -------- | --------- | ------- | ---------- | - | 
|                                                     |                                                                                  |                                          |                                                 |           |         | 2002       |          | 2001     
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|Cash flows from operating activities                 |                                                                                 
|                                                     | Net income                                                                       |                                          | $                                               | 823,181   |         |            | $        | 424,001   |        
|                                                     | Adjustments to reconcile net income to net
cash provided by operating activities |                                          |                                                 |           |         |            |          |           |        
|                                                     |                                                                                  | Depreciation and amortization (Note 1)   |                                                 |           | 966,308 |            |          |           | 928,624 |           
|                                                     | Changes in operating assets and liabilities                                      |                                          |                                                 |           |         |            |          |           |        
|                                                     |                                                                                  | Prepaid expenses and other assets        |                                                 |           | 3,406   |            |          |           | (58,981 | )         
|                                                     |                                                                                  | Accounts payable and accrued liabilities |                                                 |           | (96,851 | )          |          |           | 64,163  |           
|                                                     |                                                                                  | Accrued interest payable                 |                                                 |           |        |            |          |           | (3,382  | )         
|                                                     |                                                                                  | Security deposits                        |                                                 |           | 6,976   |            |          |           | (6,823  | )         
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|                                                     |                                                                                  |                                          | Net cash flows provided by operating activities |           |         | 1,703,020  |          |           |         | 1,347,602  |  
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|Cash flows from investing activities                 |                                                                                 
|                                                     | Capital expenditures                                                             |                                          |                                                 | (460,190  | )       |            |          | (368,451  | )      
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|Cash flows from financing activities                 |                                                                                 
|                                                     | Distributions to partners                                                        |                                          |                                                 | (810,000  | )       |            |          | (907,200  | )      
|                                                     | Principal payments on mortgage notes payable                                     |                                          |                                                 | (249,590  | )       |            |          | (231,179  | )      
|                                                     | Principal payments on note payable to affiliate                                  |                                          |                                                 | (8,000    | )       |            |          | (18,703   | )      
|                                                     | Proceeds from note payable to affiliate                                          |                                          |                                                 |          |         |            |          | 8,000     |        
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|                                                     |                                                                                  |                                          | Net cash flows used in financing activities     |           |         | (1,067,590 | )        |           |         | (1,149,082 | )
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|Net increase (decrease) in cash and cash equivalents |                                                                                  |                                          | 175,240                                         |           |         |            | (169,931 | )        
|Cash and cash equivalents at beginning of year       |                                                                                  |                                          | 429,729                                         |           |         |            | 599,660  |          
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|Cash and cash equivalents at end of year             |                                                                                  | $                                        | 604,969                                         |           |         | $          | 429,729  |          
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:   |                                                                                  |                                          |                                                 |           |         |            |          |          
|Cash paid during the year for:                       |                                                                                  |                                          |                                                 |           |         |            |          |          
|                                                     | Interest                                                                         |                                          | $                                               | 1,445,424 |         |            | $        | 1,467,218 |        
|                                                     |                                                                                  |                                          |                                                 |           |         |            |          |          

The accompanying notes are an integral part of the consolidated financial statements.

F-7



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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES



| |  | Organization and Business                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Income Growth Partners, Ltd. X, a California limited partnership (the
Limited Partnership), and subsidiaries (collectively, the Partnership)
was formed in February 1988, to acquire, operate and hold for investment
one or more parcels of income-producing, multifamily residential real
property. Currently, the Partnership owns a 264 unit building in San
Marcos, California (Mission Park) and a 184 unit building in Vista,
California (Shadowridge Meadows).
|
| |  | The limited partnership agreement provides that the Partnership shall
continue through February 2021, unless terminated sooner.                                                                                                                                                                                                                                                                                                                                               
|
| |  | Income Growth Management, Inc. is the sole general partner. The general
partner has made no cash capital contributions to date. As of December 31,
2002, there were 1,984 limited partners in the Partnership.                                                                                                                                                                                                                                                                
|
| |  | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | The consolidated financial statements include the accounts of the Limited
Partnership and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in
consolidation.                                                                                                                                                                                                                                                        
|
| |  | Disclosure about segments                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The Partnership has determined that it operates in one segment.                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ
from those estimates. Significant estimates used in preparing these
consolidated financial statements include those assumed in computing
depreciation expense.      
|
| |  | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | The Partnership considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents.                                                                                                                                                                                                                                                                                                                                              

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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES(Continued)



| |  | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Partnerships financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities,
and mortgage notes payable. These financial instruments are stated at
their respective carrying values, which approximate their fair values at
December 31, 2002 and 2001.                                                                                                                                                                                                                                                        
|
| |  | Buildings, improvements, and depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Land, buildings, and improvements are recorded at cost. Buildings and
improvements are depreciated using the straight-line method over the
estimated useful lives of 27.5 and 5 to 15 years, respectively.                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Expenditures for maintenance and repairs are charged to expense as
incurred. Significant renovations are capitalized and depreciated over the
remaining life of the property.                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | The Partnership assesses its property for impairment whenever events or
changes in circumstances indicate that the carrying amount of the property
may not be recoverable. Recoverability of property to be held and used is
measured by a comparison of the carrying amount of the property to future
undiscounted net cash flows expected to be generated by the property. If
the property is considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the property
exceeds the fair value of the property.             
|
| |  | The cost and related accumulated depreciation of real estate are removed
from the accounts upon disposition. Gains and losses arising from the
dispositions are reported as income or expense.                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Rental revenues are recognized at the beginning of each month based on the
current occupancy of the apartments. Tenant leases are generally for a
minimum term of six months with an option to rent on a month-to-month
basis.                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | No provision has been made for federal or state income taxes on the
operations of the Partnership. Such taxes are imposed on the individual
partners for their respective shares of Partnership income or loss. The
tax returns and amounts of allocable Partnership income or loss of the
Partnership are subject to examination by federal and state taxing
authorities. If such examinations result in a change in the Partnership
status or in changes to allocable Partnership income or loss, the tax
liability of the Partnership or the partners could be changed accordingly.

F-9



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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES(Continued)



| |  | Deferred loan fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Deferred loan fees represent expenses incurred in obtaining the
Partnerships mortgage loans payable. These fees are being amortized to
expense over the initial term of the loan using the straight-line method,
which approximates the effective interest method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Advertising                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | The Partnership follows the policy of charging advertising costs to expense
as incurred. Advertising expenses were approximately $102,000 and $73,000
for 2002 and 2001, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | New accounting standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 deals with the
accounting and reporting for costs associated with exit or disposal
activities and certain other costs associated with those activities, which
were previously recognized as liabilities that did not meet the definitions
of a liability. The Partnership is required to adopt the provisions of SFAS
No. 146 during the first quarter of 2003. Management believes that the
adoption of SFAS No. 146 will not have a material impact on the
Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes a
single accounting model, based on the framework established in SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, for long-lived assets to be disposed of by sale,
and resolves significant implementation issues related to SFAS No. 121.
The Partnership did not have any amounts recorded during 2002 related to
the implementation of SFAS No. 144. The Partnership adopted SFAS No. 144
during the first quarter of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In June 2001 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The standard
applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and (or)
normal use of the assets. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made.
The fair value of the liability is added to the carrying amount of the
associated asset and this additional carrying amount is depreciated over
the life of the asset. The Partnership adopted the provisions of SFAS No.
143 for the first quarter of 2002. The adoption of SFAS No. 143 did not
have a material impact on the Partnership.

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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 2 - ACTIVITIES OF THE PARTNERSHIP



| |  | The general partner or its affiliates manage and control the affairs of the
Partnership and has general responsibility for supervising the
Partnerships properties and operations. The general partner and affiliates
are compensated for these efforts as explained in Note 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The original partnership agreement was amended in October 1994 and provides
that cash distributions from operations are to be determined at the
discretion of the general partner. After adequate working capital reserves
have been met, cash distributions deemed appropriate by the general partner
will be made as set forth therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Distribution of Cash from Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The amended partnership agreement provides that any distributions of cash
from operations will be made in the following order of priority: First,
each Class A Unit receives a 12% cumulative noncompounded annual return on
the balance of actual funds invested in Class A Units. Second, each Class A
Unit receives a total return of original invested capital. Third, each
Class A Unit receives a $500 bonus. Fourth, each Original Unit holder
receives a 10% noncumulative return on the adjusted balance of original
invested capital. Thereafter, 90% of distributions of cash from operations
will be made to the Original Unit holders and 10% to the general partner.
Distributions of $810,000 and $907,200 were made during 2002 and 2001,
respectively.                                                                                                                                   
|
| |  | Distribution of Cash from Sale or Refinancing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | The amended partnership agreement provides that any distributions of cash
from a sale or refinancing will be made in the following order of priority:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | First, each Class A Unit receives a 12% cumulative non-compounded annual
return on the balance of actual funds invested in Class A Units. Second,
each Class A Unit receives a total return of original invested capital.
Third, each Class A Unit receives a $500 bonus. Fourth, each Original Unit
holder receives an amount equal to the adjusted balance of original
invested capital. Fifth, the general partner receives any nonsubordinated
debts payable to them. Sixth, each Original Unit holder receives a 10%
cumulative return on the adjusted balance of original invested capital (the
Preferred Return). Thereafter, 85% of distributions of cash from sale or
refinancing will be made to the Original Unit holders and 15% to the
general partner. As of December 31, 2002, the general partner has not
received any cash distributions from operations or from a sale or
refinancing.
|
| |  | Net losses are allocated 85% to the limited partners and 15% to the general
partner. Losses in excess of the limited partners capital balances are
allocated 100% to the general partner. Net income will be allocated 100% to
the general partner until the aggregate net income allocated is equal to
the aggregate net losses allocated to the general partner in all previous
years. The balance of net income after the initial allocation to the
general partner shall be allocated 85% to the limited partners and 15% to
the general partner.                                                                                                                                                                                                                                                                                                                                                    

F-11



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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 2 - ACTIVITIES OF THE PARTNERSHIP(Continued)



| |  | Allocation of Net Income/Loss                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Net income allocation to limited partners and basic and diluted partnership
unit data were calculated as follows for the years ended December 31:

|                                                    |  |      |         |      |  |   |         |  
|--------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | -
|                                                    |  | 2002 |         | 2001
|                                                    |  |      |         |     
|Net income                                          |  | $    | 823,181 |      |  | $ | 424,001 |  
|Percentage allocable to limited partners            |  |      | 85      | %    |  |   | 85      | %
|                                                    |  |      |         |      |  |   |         |  
|                                                    |  | $    | 699,704 |      |  | $ | 360,401 |  
|Weighted average limited partnership units          |  |      | 26,926  |      |  |   | 26,926  |  
|                                                    |  |      |         |      |  |   |         |  
|Basic and diluted per limited partnership unit data |  | $    | 25.98   |      |  | $ | 13.38   |  
|                                                    |  |      |         |      |  |   |         |  

NOTE 3 - NOTES PAYABLE



| |  | As of December 31, note and notes payable consisted of the following:
| |  | ---------------------------------------------------------------------

|                                                                                                                                                                                                                                                                                             |  |      |            |      |  |   |            | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | 
|                                                                                                                                                                                                                                                                                             |  | 2002 |            | 2001
|                                                                                                                                                                                                                                                                                             |  |      |            |     
|Mission Park  Mortgage note payable dated
December 27, 1995; collateralized by first trust
deed on land and buildings; interest and principal
of $73,144 payable monthly based on 7.76%
fixed annual interest rate; balloon payment of
approximately $8,919,000 due in January 2006.        |  | $    | 9,414,006  |      |  | $ | 9,555,208  | 
|Shadowridge Meadows  Mortgage note payable
dated October 27, 1997; collateralized by first trust
deed on land and buildings; interest and principal
of $68,106 payable monthly based on 7.49% fixed
annual interest rate; balloon payment of
approximately $8,621,000 due in November 2007. |  |      | 9,275,954  |      |  |   | 9,384,342  | 
|Note payable to ENA, affiliate of the general
partner  promissory note dated December 12,
2001; 6.5% annual interest rate; due upon demand.                                                                                                                                                 |  |      |           |      |  |   | 8,000      | 
|                                                                                                                                                                                                                                                                                             |  |      |            |      |  |   |            | 
|                                                                                                                                                                                                                                                                                             |  | $    | 18,689,960 |      |  | $ | 18,947,550 | 
|                                                                                                                                                                                                                                                                                             |  |      |            |      |  |   |            | 

F-12



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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 3 - NOTES PAYABLE(Continued)



| |  | Future minimum principal payments on notes payable are as follows:
| |  | ------------------------------------------------------------------

|                         |  |   |            | 
|------------------------ |  | - | ---------- | 
|Year Ending December 31, |  |   |            | 
|2003                     |  | $ | 269,470    | 
|2004                     |  |   | 288,919    | 
|2005                     |  |   | 313,947    | 
|2006                     |  |   | 9,065,088  | 
|2007                     |  |   | 8,752,536  | 
|                         |  |   |            | 
|Total                    |  | $ | 18,689,960 | 
|                         |  |   |            | 

NOTE 4 - RELATED PARTY TRANSACTIONS



| |  | Management Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Partnerships properties are managed by an affiliate of the general
partner who receives management fees. The fee for each property is equal
to 5% of the operating revenues generated by that property. Management
fees aggregated approximately $284,000 and $245,000 in 2002 and 2001,
respectively.                                                                                                                                                                                                                                                                                                                                      
|
| |  | Administrative Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | The Partnership has an agreement with the same affiliate which manages the
properties to pay an administrative fee equal to 8% of any amount,
including related professional services, totaling in excess of $5,000,
which is expended for any construction or repair project in or about the
properties. Administrative fees aggregated approximately $ 20,000 and
$17,000 in 2002 and 2001, respectively.                                                                                                                                                                                                                                      
|
| |  | Administration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | The Partnership has an agreement with an affiliate of the general partner
(the Affiliate) who furnishes certain administrative services and
facilities to the Partnership, including accounting, data processing,
duplication and transfer agent expenses, professional (including, but not
limited to, regulatory reporting and legal services), recording and partner
communication expenses. The agreement provides for reimbursement to the
Affiliate for actual costs incurred. Reimbursements paid to the Affiliate
under the provisions of this agreement aggregated approximately $192,000
and $115,000 in 2002 and 2001, respectively.
|
| |  | Note Receivable from General Partner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | At December 31, 2002 and 2001, a non-interest bearing note receivable of
$10,000 was due from the general partner for its initial partnership
capital contribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001

NOTE 4 - RELATED PARTY TRANSACTIONS(Continued)



| |  | Debt Placement Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During 1995 the Partnership issued notes payable to an affiliate of the
general partner for payment of debt placement fees of $102,000. Debt
placement fees were equal to 1% of the principal amount of the new third
party financing. During the year ended December 31, 2002, the balance of
this note was paid off (see Note 3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Subordinated Real Estate Brokerage Commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | If the general partner, or any of its affiliates, render services in
negotiating and implementing the sale of Partnership properties, the
general partner or such affiliates will be paid a real estate brokerage
commission in an amount up to one-half of the commission customarily
charged in arms-length transactions, but not in excess of 3% of the
contract price for the property. Payment of such commission (other than
payments in the form of promissory notes that are subordinated to the
return of capital contributions to limited partners) shall be deferred
until the limited partners have received distributions equal to their total
original invested capital, plus the 10% Preferred Return described in Note
2. No properties were sold in 2002 and 2001. Accordingly, no brokerage
commissions were paid by the Partnership.

NOTE 5 - CONCENTRATIONS



| |  | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Partnership maintains cash balances at various financial institutions
primarily located in San Diego. Accounts at these institutions are secured
by the Federal Deposit Insurance Corporation up to $100,000. At times,
balances may exceed federally insured limits. The Partnership has not
experienced any losses in such accounts. Management believes that the
Partnership is not exposed to any significant credit risk with respect to
its cash and cash equivalents.                                                                                                                                                                                                                                                                                                         
|
| |  | Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Changes in the national and regional economic climates, changes in local
real estate conditions, such as the oversupply of apartments or a reduction
in demand for apartments, competition from single-family housing, apartment
properties and other forms of multifamily residential housing, the
inability to provide adequate maintenance and to obtain adequate insurance,
increased operating costs, changes in zoning, building, environment, rent
control and other laws and regulations, the costs of compliance with
current and future laws, changes in real property taxes and unusual
occurrences (such as earthquakes and floods) and other factors beyond the
control of the Partnership may adversely affect the income from, and value
of, the Partnerships properties.

F-14



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##### Table of Contents



SCHEDULE III
Income Growth Partners, Ltd. X and Subsidiaries

Schedule III  Real Estate and Accumulated Depreciation
For the Year Ended December 31, 2002



|                     |  |              |            |      |  |              |           |                           |  |               |            |  |  |            |          |               |  |   |              |  
|-------------------- |  | ------------ | ---------- | ---- |  | ------------ | --------- | ------------------------- |  | ------------- | ---------- |  |  | ---------- | -------- | ------------- |  | - | ------------ | -
|                     |  |              |            |      |  |              |           |                           |  |               |            |  |  | Net Change
|                     |  |              |            |      |  | Initial Cost |           | Subsequent to Acquisition
|                     |  |              |            |      |  |              |           |                          
|                     |  |              |            |      |  |              |           |                           |  | Buildings and |            |  |  |            |          | Buildings and
|                     |  | Encumbrances |            | Land |  | Improvements |           | Land                      |  | Improvements 
|                     |  |              |            |      |  |              |           |                           |  |              
|Shadow Ridge
Meadows |  | $            | 9,275,954  |      |  | $            | 3,294,260 |                           |  | $             | 13,490,802 |  |  | $          | (400,000 | )             |  | $ | 776,068      |  
|Mission Park         |  |              | 9,414,006  |      |  |              | 4,484,105 |                           |  |               | 9,821,589  |  |  |            | (300,000 | )             |  |   | (1,182,020   | )
|                     |  |              |            |      |  |              |           |                           |  |               |            |  |  |            |          |               |  |   |              |  
|                     |  | $            | 18,689,960 |      |  | $            | 7,778,365 |                           |  | $             | 23,312,391 |  |  | $          | (700,000 | )             |  | $ | (    409,952 | )
|                     |  |              |            |      |  |              |           |                           |  |               |            |  |  |            |          |               |  |   |              |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                     |  |                            |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  |                 |  |            |  |  |  |  |  | 
|-------------------- |  | -------------------------- | --------- | ------------ |  | ------------- | ---------- | ------------ |  | ------------ | ---------- | ----------- |  | ----------- | ---------- | ---- |  | ----------------- |  | --------------- |  | ---------- |  |  |  |  |  | 
|                     |  | Gross Amount at Which      |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  |                
|                     |  | Carried at Close of Period |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  | Life on Which  
|                     |  |                            |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  | Depreciation in
|                     |  |                            |           |              |  | Buildings and |            |              |  |              |            | Accumulated |  | Date of     |            | Date |  | Latest Statements
|                     |  | Land                       |           | Improvements |  | Total         |            | Depreciation |  | Construction |            | Acquired    |  | is Computed
|                     |  |                            |           |              |  |               |            |              |  |              |            |             |  |            
|Shadow Ridge
Meadows |  | $                          | 2,894,260 |              |  | $             | 14,267,670 |              |  | $            | 17,161,930 |             |  | $           | 6,284,130  |      |  | Jan.1988          |  | Nov.1988        |  | 27.5 years
|Mission Park         |  |                            | 4,184,105 |              |  |               | 8,639,569  |              |  |              | 12,823,674 |             |  |             | 6,625,628  |      |  | May 1989          |  | Aug.1989        |  | 27.5 years
|                     |  |                            |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  |                 |  |            |  |  |  |  |  | 
|                     |  | $                          | 7,078,365 |              |  | $             | 22,907,239 |              |  | $            | 29,985,604 |             |  | $           | 12,909,758 |      |  |                   |  |                 |  |            |  |  |  |  |  | 
|                     |  |                            |           |              |  |               |            |              |  |              |            |             |  |             |            |      |  |                   |  |                 |  |            |  |  |  |  |  | 



|(a) |  | Reconciliation of total real estate carrying value for the two years ended
December 31, 2002:
|--- |  | ---------------------------------------------------------------------------------------------

|                             |  |      |            |      |  |   |            | 
|---------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | 
|                             |  | 2002 |            | 2001
|                             |  |      |            |     
|Balance at beginning of year |  | $    | 29,525,414 |      |  | $ | 29,156,963 | 
|Acquisitions                 |  |      | 460,190    |      |  |   | 368,451    | 
|                             |  |      |            |      |  |   |            | 
|Balance at end of year       |  | $    | 29,985,604 |      |  | $ | 29,525,414 | 
|                             |  |      |            |      |  |   |            | 



|(b) |  | Reconciliation of accumulated depreciation for the two years ended December
31, 2002:
|--- |  | -------------------------------------------------------------------------------------

|                             |  |      |            |      |  |   |            | 
|---------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | 
|                             |  | 2002 |            | 2001
|                             |  |      |            |     
|Balance at beginning of year |  | $    | 12,033,933 |      |  | $ | 11,186,735 | 
|Expense                      |  |      | 875,825    |      |  |   | 847,198    | 
|                             |  |      |            |      |  |   |            | 
|Balance at end of year       |  | $    | 12,909,758 |      |  | $ | 12,033,933 | 
|                             |  |      |            |      |  |   |            | 

F-15