5



















                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                    Financial Statements

              December 31, 1996, 1995 and 1994

         (With Independent Auditors' Report Thereon)
Independent Auditors' Report



The Partners
GCGA Limited Partnership (Debtor-in-Possession):


We  have  audited the accompanying balance  sheets  of  GCGA
Limited    Partnership    (debtor-in-possession)    as    of
December 31,  1996 and 1995, and the related  statements  of
operations, changes in partners' deficit, and cash flows for
each   of   the   years  in  the  three-year  period   ended
December 31,  1996.   These  financial  statements  are  the
responsibility   of  the  Partnership's   management.    Our
responsibility  is to express an opinion on these  financial
statements based on our audits.

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

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of GCGA Limited Partnership (debtor-in-possession)
as  of  December 31, 1996 and 1995, and the results  of  its
operations and its cash flows for each of the years  in  the
three-year period ended December 31, 1996 in conformity with
generally accepted accounting principles.

The  accompanying  financial statements have  been  prepared
assuming  that  the  Partnership will continue  as  a  going
concern.   As discussed in note 1, the Partnership  filed  a
voluntary  petition for reorganization under Chapter  11  of
the  United  States  Bankruptcy Code in  the  United  States
Bankruptcy Court (the Bankruptcy Court) on October 15, 1996.
As  discussed  in  note 4 to the financial  statements,  the
Partnership's  first  and  second  mortgage  loans  are   in
default.    As   discussed  in  note  5  to  the   financial
statements,  substantially all of the leases on  office  and
retail  space  will  expire in 1997.   These  matters  raise
substantial  doubt  about  the  Partnership's   ability   to
continue  as a going concern.  The Partnership is  currently
operating  its business as a debtor-in-possession under  the
jurisdiction  of  the Bankruptcy Court, and continuation  of
the  Partnership as a going concern is contingent  upon  its
ability  to formulate a plan of reorganization that will  be
confirmed  by  the Bankruptcy Court, including restructuring
its  existing  long-term debt arrangements.   The  financial
statements do not include any adjustments that might  result
from the outcome of this uncertainty.

KPMG Peat Marwick, LLP
/s/KPMG Peat Marwick, LLP



April 18, 1997 except for note 7
  which is dated October 27, 1997
Washington, D.C.
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                         Balance Sheets

                   December 31, 1996 and 1995
<CAPTION>
                                                 1996       1995
<S>                                          <C>       <C>
                             Assets

Real estate, at cost (notes 4 and 5):
 Land                                                  $
4,892,336                                    $  4,892,336
 Building and improvements                     70,946,012
70,934,457
 Furniture and equipment                            5,965
5,965
                                               75,844,313
75,832,758

Accumulated depreciation                       14,148,959
12,369,304
                                               61,695,354
63,463,454

Cash
807,497                                           435,732
Escrow deposits (note 1)                          583,576
75,673
Accounts receivable - tenants (note 2)          4,938,776
5,432,364
Deferred costs, net of accumulated amortization of
 $2,600,215 in 1996 and $2,153,009 in 1995        395,020
838,803
Due from general partner                           97,379
119,976
Other assets                                       14,184
17,625
                                             $ 68,531,786   $
70,383,627

                Liabilities and Partners' Deficit

Liabilities:
 First mortgage loan (note 4)                $ 37,750,000   $
37,750,000
 Second mortgage loan (note 4)                 59,200,000
59,200,000
 Note payable - Kinney System of Sudbury St., Inc. (note 5)
2,594,826                                       2,631,260
 Related party loan (note 6)                        -
219,094
 Deferred rental revenue                          102,981
257,454
 Accounts payable and accrued expenses          6,603,158
813,443

Total liabilities                             106,250,965
100,871,251

Partners' deficit (note 3)                    (37,719,179)
(30,487,624)

Contingencies (notes 4 and 5)

                                             $ 68,531,786   $
70,383,627


         See accompanying notes to financial statements.
</TABLE>

<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                    Statements of Operations

          Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                       1996       1995      1994
<S>                                                    <C>  <C>
<C>
Revenue:
 Rental (including escalation income of
  $1,844,629 in 1996, $1,846,475 in 1995,
  and $2,065,462 in 1994           $13,064,483
$12,986,313                        $12,425,230
 Supplemental rent (note 5)            316,200
316,200                                316,200
 Interest and other                     63,455
102,906                                 27,595

Total revenue                       13,444,138
13,405,419                          12,769,025

Expenses:
 Interest (notes 4 and 5)           13,174,287
8,559,012                            8,430,761
 Depreciation                        1,779,655
1,779,558                            1,779,558
 Amortization                          447,206
453,135                                476,211
 Real estate taxes                   2,846,875
2,821,441                            2,782,248
 Utilities                             734,805
737,485                                656,224
 General and administrative            941,627
1,081,944                            1,309,469
 Management fee (note 6)               351,238
353,425                                282,607

Total expenses                      20,275,693
15,786,000                          15,717,078

Net loss                           $(6,831,555)
$(2,380,581)                       $(2,948,053)



















         See accompanying notes to financial statements.
</TABLE>
<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

           Statements of Changes in Partners' Deficit

          Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                General    Limited
                                Partners   Partners        Total
<S>                                                    <C>  <C>
<C>
Partners' deficit at December 31, 1994     $(2,270,416)
$(25,836,627)                   $(28,107,043)

Net loss                            (23,806)
(2,356,775)                       (2,380,581)


Partners' deficit at December 31, 1995      (2,294,222)
(28,193,402)                     (30,487,624)

Partner distributions                (4,000)
(396,000)                           (400,000)

Net loss                            (68,316)
(6,763,239)                       (6,831,555)


Partners' deficit at December 31, 1996     $(2,366,538)
$(35,352,641)                   $(37,719,179)

























         See accompanying notes to financial statements.
</TABLE>

<TABLE>
                    GCGA LIMITED PARTNERSHIP
                     (Debtor-in-Possession)

                    Statements of Cash Flows

          Years ended December 31, 1996, 1995 and 1994
<CAPTION>

                                             1996
1995                                     1994
<S>                                                     <C> <C>
<C>
Cash flows from operating activities:
 Net loss                             $(6,831,555)
$(2,380,581)                          $(2,948,053)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization        2,226,861
2,232,693                               2,255,769
   Decrease (increase) in:
     Escrow deposits                     (507,903)
21,375                                    196,630
     Accounts receivable-tenants          493,588
377,720                                  (357,888)
     Deferred costs                        (3,423)
(22,342)                                 (434,528)
     Due from general partner              22,597
(20,793)                                   (8,293)
     Other assets                           3,441
(4,415)                                    (1,148)
   Increase (decrease) in:
     Accounts payable and accrued expenses       5,789,715
(187,478)                                 (89,150)
     Deferred rental revenue             (154,473)
(154,473)                                (652,010)

      Net cash provided by (used in) operating
       activities                       1,038,848
(138,294)                              (2,038,671)

Cash flows from investing activities - investment in
 real estate                              (11,555)             -
(151,103)

Cash flows from financing activities:
 Proceeds of second mortgage loan            -     393,258
1,319,809
 Proceeds of related party loan              -     139,094
80,000
 Repayment of related party loan         (219,094)             -
-
 Partner distributions                   (400,000)             -
-
 Repayment of notes payable to Kinney Systems      (36,434)
(50,310)                                  (45,542)

      Net cash provided by (used in) financing
       activities                        (655,528)
482,042                                 1,354,267

Increase (decrease) in cash               371,765
343,748                                  (835,507)

Cash at beginning of year                 435,732
91,984     927,491

Cash at end of year                   $   807,497       $
435,732                               $    91,984

Supplemental disclosure of cash paid during the year
 for interest                         $ 7,398,731       $
8,548,352                             $ 8,416,486





         See accompanying notes to financial statements.
</TABLE>
                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

              December 31, 1996, 1995, and 1994

1. Organization

GCGA   Limited   Partnership  (the Partnership)  is   a   limited
partnership  organized  under the laws  of  the  Commonwealth  of
Massachusetts.   Since  September 20,  1993,  the   partners   of
the   Partnership   are  Government  Center   Garage   Associates
Limited   Partnership  (GCA),  which  owns  a  1 percent  general
partnership   interest  and  a  98 percent  limited   partnership
interest,  and  Richard  Rubin,  who  owns  a  1 percent  limited
partnership interest.

The  Partnership  is  the sole beneficiary of  Government  Center
Garage   Realty  Trust  (the Trust)  which  owns   One   Congress
Street   (the Property),   an   11-story   structure   containing
approximately  260,000  square feet of office  and  retail  space
in   addition  to  a  2,200-space  parking  garage,  located   in
Boston, Massachusetts.

On  October 15,  1996,  the Partnership and  the  Trust  filed  a
voluntary   petition  for  relief  under  Chapter  11   ("Chapter
11")  of  Title  11  of  the United States  Code  in  the  United
States  Bankruptcy  Court  for  the  District  of  Maryland  (the
Bankruptcy  Court).   The  Partnership  is  presently   operating
its  business  as  debtor-in-possession  under  the  jurisdiction
of  the  Bankruptcy  Court  and intends  to  propose  a  plan  of
reorganization      pursuant     to     Chapter      11.       As
debtor-in-possession,  the  Partnership   may   not   engage   in
transactions   outside  of  the  ordinary  course   of   business
without  approval  of  the  Bankruptcy Court,  after  notice  and
hearing.   Since  the  Chapter  11 filing  on  October 15,  1996,
the  Partnership  continued discussions with the  holder  of  its
second mortgage loan relating to restructuring alternatives.

As  described  in  note 4, the general partner  in  GCA  filed  a
voluntary  petition  under Chapter 11  of  the  Bankruptcy  Code.
This   constitutes  a  technical  event  of  default  under   the
first   and   second  mortgage  loans.   The  lenders'   remedies
include    accelerating   the   maturity   date   and   demanding
immediate payment of the loans.
                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

1. Organization (continued)

At  December 31,  1996,  62 percent of the  office  building  and
retail  rental  space  and 100 percent of  the  garage  space  is
under   lease.   The  current  occupancy  level  has   caused   a
significant  decrease  in  the  Partnership's  cash   flow   from
operations.   As  a  result of the decrease  in  cash  flow,  the
Partnership   was  delinquent  in  making  the  October 1,   1996
payment   on   its   second   mortgage   loan.    Due   to   this
delinquency,  the  second  mortgagor filed  for  receivership  of
the  assets  of  the  Partnership  on  October 15,  1996.   These
events   led   to  the  Partnership's  decision   to   file   for
protection  under  Chapter  11  to  enable  the  Partnership   to
restructure    its    financial    arrangements     under     the
jurisdiction of the Bankruptcy Court.

The   liabilities  subject  to  compromise  at  October 15,  1996
are   comprised  primarily  of  the  second  mortgage  loan   and
related   accrued   interest.   These   liabilities   and   other
operating   liabilities  are  subject  to   adjustment   in   the
reorganization   process.    Under   Chapter   11,   actions   to
enforce  certain  claims against the Partnership  are  stayed  if
the  claims  arose,  or  are based on events  that  occurred,  on
or   before   the  petition  date  of  October 15,   1996.    The
ultimate  terms  of  settlement of these liabilities  and  claims
will    be   determined   in   accordance   with   a   plan    of
reorganization   which   requires  the   approval   of   impaired
prepetition   creditors  and  confirmation  by   the   Bankruptcy
Court.    Other   liabilities  may  arise  or   be   subject   to
resolution  of  claims  for  contingencies  and  other   disputed
amounts.   The  ultimate  resolution  of  such  liabilities  will
be part of reorganization.

In   conjunction   with  the  Partnership's  bankruptcy   filing,
certain   utility   companies   required   cash   deposits    for
continued  service  to  the  building.   Escrow  deposits  as  of
December 31,  1996  include  $70,310  in  funds  held  by   these
utility companies.

The  accompanying  financial statements have  been  presented  on
the  basis  that  the  Partnership  is  a  going  concern,  which
contemplates  the  realization of  assets  and  the  satisfaction
of   liabilities  in  the  normal  course  of  business.   As   a
result  of  the  Chapter  11  filing and  circumstances  relating
to      this     event,     realization     of     assets     and

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

1. Organization (continued)

satisfaction  of  liabilities  is  subject  to  uncertainty.    A
plan  of  reorganization  could  materially  change  the  amounts
reported  in  the  accompanying financial statements,  which  may
be  necessary  as  a  consequence of a  plan  of  reorganization.
The   ability  of  the  Partnership  to  continue  as   a   going
concern  is  dependent  on, among other things,  confirmation  of
an acceptable plan of reorganization.

See the subsequent event in note 7.

2. Summary of Significant Accounting Policies

Basis of Accounting

The   Partnership  uses  the  accrual  basis  of  accounting  for
financial   reporting  purposes  in  conformity  with   generally
accepted    accounting   principles.     The    preparation    of
financial  statements  in  conformity  with  generally   accepted
accounting    principles   requires   the   use   of   management
estimates    that   affect   certain   reported    amounts    and
disclosures.    Actual   results   could   differ   from    those
estimates.

Real Estate

Real  estate  and  related  improvements  are  recorded  at  cost
less    accumulated   depreciation   and   amortization.     Cost
includes  land  and  improvements,  direct  construction   costs,
indirect  project  costs,  and  carrying  costs,  including  real
estate  taxes,  interest  and  loan  costs  incurred  during  the
construction period.

Depreciation  is  recorded on the straight-line  basis  over  the
estimated  useful  lives of the assets:   building  and  building
improvements, 40 years; furniture and equipment, 15 years.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

2. Summary of Significant Accounting Policies (continued)

Rental Revenue

Rental  revenue  is  recognized on  a  straight-line  basis  over
the  life  of  the respective leases.  The cumulative  excess  of
rental   revenue  recognized  on  a  straight-line   basis   over
contract  rents  is  included  in  accounts  receivable.   As  of
December   31,   1996   and  1995,  such  amounts   included   in
accounts    receivable    were   $4,434,976    and    $4,722,299,
respectively.   The  cumulative excess  of  contract  rents  over
rental   revenue   recognized  on  a   straight-line   basis   is
recorded as deferred rental revenue.

Deferred Costs

Loan   costs   related  to  the  mortgage   payable   have   been
capitalized  and  are  being  amortized  over  the  term  of  the
mortgage.

Lease  commission  expenses incurred have  been  capitalized  and
are  amortized  on a straight-line basis over the  lives  of  the
respective leases.

Leasehold   improvements   have   been   capitalized   and    are
amortized  on  a  straight-line basis over  the  lives  of  their
respective leases.

Income Taxes

No  provision  for  income taxes has been made in  the  financial
statements  because  the  partners  report  any  income  or  loss
for tax purposes on their tax returns.

3. Partnership Agreement

The    Partnership    Agreement   and    subsequent    amendments
(the Agreement)  provide  that  net  cash  flow,  as  defined  in
the   Agreement,   generally  will  be  paid  to   the   partners
prorata,   in   accordance  with  each   of   their   partnership
interests.


                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

3. Partnership Agreement (continued)

Net  capital  proceeds,  as defined in the  agreement,  generally
will  be  distributed  to  the  partners  prorata  in  accordance
with   each   of  their  partnership  interests.   However,   net
capital  proceeds  arising  from  a  transaction  involving   the
disposition   of   all  or  substantially  all   the   beneficial
interest   in   the   Trust   or  property   or   involving   the
liquidation   of   the  Partnership  shall  be   distributed   in
accordance  with  the  partners capital  accounts,  as  adjusted,
pursuant to the Agreement.

4. Mortgage Loans Payable

In   October  1989,  the  Trust  obtained  a  9.39 percent  fixed
rate   first   mortgage  loan  for  $37,750,000  from   a   major
insurance  company.   The  loan  requires  monthly  payments   of
interest   only   and   matures   November 1,   2001.    Interest
expense  incurred  on  this  loan was $3,544,725  in  1996,  1995
and 1994.

In   April 1989,  the  Trust  also  obtained  a   $57.7   million
second   mortgage  construction  and  permanent  loan  commitment
from  Dean  Witter  Realty Yield Plus,  L.  P.  and  Dean  Witter
Realty  Yield  Plus  II, L.P. (the Lenders).   Subsequently,  the
commitment  was  increased  to  $59.2  million  to  fund  certain
costs   incurred   to   accelerate   the   completion   of    the
construction.

In    August 1990,   the   second   mortgage   construction   and
permanent   loan   commitment  was  converted  to   a   permanent
second  mortgage  loan.   Base interest  is  payable  monthly  at
8 percent.    The   second  mortgage  loan  matures   November 1,
2001.   The  Partnership  is delinquent on  its  October 1,  1996
and  subsequent  months  interest payments.   As  a  result,  the
Partnership  incurred  a  one-time  default  interest  charge  of
7 percent.   In  addition, interest is accruing  at  the  default
rate    of   13 percent   beginning   September 1,   1996.     At
December 31,  1996  accrued  interest  on  the  second   mortgage
loan  amounted  to  $6,092,000.   Interest  expense  incurred  on
this  loan  for  1996,  1995 and 1994 was $9,357,983,  $4,734,619
and $4,614,996, respectively.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

4. Mortgage Loans Payable (continued)

The  second  mortgage  loan was modified on  September 20,  1993.
Under   the   loan  modification,  the  Lenders  and  the   Trust
agreed   to   increase   the  amount  of  "Additional   Interest"
payable  to  the  Lenders  under  the  second  mortgage  loan  by
(i) providing   for  the  payment  of  the  first   $250,000   of
adjusted  gross  receipts  in  any calendar  year  as  additional
interest,  and  (ii) increasing  the  additional  interest   from
adjusted  gross  receipts  and  net  capital  proceeds   of   the
Property,   after   payment   of   the   first   $250,000,   from
37 percent  to  58 percent.  No additional interest  was  due  to
the Lenders at December 31, 1996, 1995 and 1994.

In   conjunction  with  the  loan  modification  and  changes  in
partnership   interests  on  September 20,  1993,   an   existing
operating  deficit  guaranty  of  the  former  general   partners
was released by the Lenders.

In  August 1991,  the general partner of GCA  filed  a  voluntary
petition   under   Chapter 11  of  the   Bankruptcy   Code.    In
September 1993,    this    general   partner's    interest    was
converted  to  a  limited  partnership interest.   In  June 1996,
this  limited  partnership interest was placed  in  a  trust  for
the  benefit  of  the  partner's  creditors.   The  above  matter
constitutes  a  technical event of default under  the  first  and
second  mortgage  loans.   Therefore, the  loans  may  be  called
at any time.  See notes 1 and 7.

As  a  result  of  the partnership' s reorganization  proceedings,
the  repayment  terms  of  the mortgage  loans  payable  will  be
determined  pursuant  to  a plan of reorganization  confirmed  by
the Bankruptcy Court.  See note 7.

5. Leases

The  Partnership's  rental real estate consists  of  an  11-story
structure   containing   a   2,200 space   parking   garage   and
approximately  260,000 square feet of  office  and  retail  space
available  for  lease.   As of December 31,  1996,  approximately
62 percent   of   the  office  and  retail   rental   space   and
100 percent   of   the  garage  space  is   under   lease.    The
following                                                   table

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

5. Leases (continued)

summarizes    future    minimum   rents    under    noncancelable
operating leases as of December 31, 1996:
<TABLE>
<CAPTION>
          Year ended December 31   Future minimum rentals
<S>                                <C>       <C>
                1997                  $ 7,991,683
                1998                    4,130,449
                1999                    4,335,515
                2000                    4,402,455
                2001                    4,457,757
                Thereafter              8,948,779
                                      $34,266,638
</TABLE>
The  building  has  one  tenant that comprises  approximately  61
percent  of  the  total  leaseable office and  retail  space  and
60  percent  of  total  building cash  rents  paid  during  1996.
This tenant's lease is scheduled to expire in 1997.

The   parking  garage  is  master-leased  to  Kenney  System   of
Sudbury   St.,  Inc.,  a  wholly  owned  subsidiary   of   Kinney
System,   Inc.,  under  a  lease  agreement  which   expires   in
December  2003.   The  lease  is  a  triple-net  lease  with  two
five-year options at fair market value.

At   the   inception   of  the  lease,  the  lessee   granted   a
$3,000,000   loan  to  the  Partnership,  which  is  payable   in
monthly   payments   of  $26,350,  which  include   interest   at
10 percent  per  annum.  As of December 1, 1996  and  1995,  the
balance    outstanding    was    $2,594,826    and    $2,631,260,
respectively.    The  lease  provides  for  supplemental   rental
payments  to  the  Partnership of  $26,350  per  month  to  cover
loan   principal  and  interest  payments.   These  amounts   are
recorded  as  supplemental rent.  The lease  also  provides  that
the  unpaid  principal  of the loan may be  forgiven  if  certain
conditions,  as  more  fully described  in  the  note  agreement,
are  met.   Interest  expense incurred on  this  loan  for  1996,
1995,   and   1994   was   $271,579,  $266,785,   and   $271,040,
respectively.

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

6. Related-Party Transactions

The  Property  is  managed by an affiliate  of  the  Partnership.
During  1996,  1995  and  1994, the  affiliate  earned  $351,238,
$353,425, and $282,607, respectively, in management fees.

In  November 1994,  the Partnership obtained  an  $80,000  short-
term  loan  from  an affiliate.  This non-interest  bearing  loan
was  repaid  in  January 1995.   In March 1995,  the  Partnership
obtained  a  $205,000  loan from another  affiliate.   This  loan
accrued  interest  at  a fixed rate of 9 percent.  Principal  and
accrued interest on this loan were repaid in July 1996.

7. Subsequent Event

On    October 27,   1997,   Bankruptcy   Court   authorized   the
dismissal  of  the  Partnership's and the  Trust's  (the Debtors)
bankruptcy    cases   upon   implementation   of   a   Settlement
Agreement  among  the  Debtors,  the  Lenders  and  the   limited
partners   of   GCA.    Under  the  terms   of   the   Settlement
Agreement   the   above  parties  agreed   to   restructure   the
Partnership as follows:

     GCA  shall  withdraw  as  the sole general  partner  of  the
     Partnership  and  Richard  Rubin  shall  withdraw   as   the
     sole general partner of GCA.

     The  Lenders  shall become the new general  partner  of  the
     Partnership and GCA.

     The    Lenders    shall   receive   19 percent   partnership
     interest   in   the   Partnership   and   a   one    percent
     partnership  interest  in  GCA  (which  shall  receive   the
     remaining 81 percent interest in the Partnership).

                  GCGA LIMITED PARTNERSHIP
                   (Debtor-in-Possession)

                Notes to Financial Statements

7. Subsequent Event

Also  under  the  terms  of the Settlement Agreement,  the  above
parties   agreed   to  modify  the  second   mortgage   loan   as
follows:

     The  Lenders  shall  provide the Trust  with  an  additional
     $3,000,000  for  costs  in  connection  with  leasing  space
     in  the  Property.   Any  advances would  be  added  to  the
     second   mortgage  balance,  bear  interest  at  the   fixed
     rate  of  12 percent  per annum and be  repaid  out  of  the
     first  funds  available from the Property's  cash  flows  as
     defined in the Settlement Agreement.

     The   interest   rate  on  the  existing   second   mortgage
     balance  will  be  changed  to a fixed  rate  of  10 percent
     per  annum,  but  cash  payments would  be  limited  to  the
     available   cash   flow  as  defined   in   the   Settlement
     Agreement.   Accrued  but  unpaid  interest  will  be  added
     to principal on a monthly basis.

     The  Lender's  interest in the cash  flow  of  the  Property
     will  be  increased  to  80 percent  and  the  Partnership's
     interest  in  the  cash  flow  of  the  Property   will   be
     reduced to 20 percent.

The  Settlement  Agreement  also provides  for  the  payment,  in
full,   of   certain   pre-petition  and   post-petition   claims
against various debtors.