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                                                                   Exhibit 10.54


STATE OF SOUTH CAROLINA    )
                           )                MODIFICATION AGREEMENT
COUNTY OF GREENVILLE       )              RELATING INTER ALIA TO THE
                           )                      FOLLOWING:
                           )
                           )                MORTGAGE, ASSIGNMENT OF
                           )                 LEASES AND RENTS AND
                           )                  SECURITY AGREEMENT
                           )                  DATED JUNE 2, 1988
                           )                AND RECORDED WITH THE
                           )                   REGISTER OF DEEDS
                           )                FOR GREENVILLE COUNTY,
                           )              SOUTH CAROLINA IN MORTGAGE
                           )                 BOOK 1936 AT PAGE 273


         THIS MODIFICATION AGREEMENT (the "Agreement") executed this ____ day of
December, 1999 to be effective as of the 10th day of May, 1999 by and between
BRUNNER COMPANIES INCOME PROPERTIES, L.P., I, as successor in interest to DAYTON
& ASSOCIATES VII, ("Borrower") and NEW YORK LIFE INSURANCE COMPANY, whose
address is 51 Madison Avenue, New York, New York 10010, ("NYLIC").

                                   WITNESSETH:

         WHEREAS, NYLIC previously made a loan available to the Borrower in the
original principal amount of Seven Million Fifty Thousand and No/100 Dollars
($7,050,000.00) (the "Loan");

         WHEREAS, the Loan was evidenced by that certain promissory note in the
original amount of $7,050,000.00 from Borrower for the benefit of NYLIC (the
"Note") and secured inter alia by a lien on that certain parcel of real property
and improvements thereon pursuant to that certain Mortgage, Assignment of Leases
and Rents and Security Agreement from Borrower dated June 2, 1988 and recorded
with the Register of Deeds for Greenville County, South Carolina in Mortgage
Book 1936 at Page 273 as amended by that certain Loan Modification and Extension
Agreement and Mortgage Amendment, effective as of June 10, 1993 recorded in
Mortgage Book 2442, page 450, as further amended by that certain Second Loan
Modification and Extension Agreement and Mortgage Amendment, effective as of
June 10, 1994, recorded in Mortgage Book 2632, Page 103 and further amended by
that certain Third Loan Modification and Extension Agreement, Cross Pledge and
Default Agreement, and Mortgage Amendment Agreement, effective September 29,
1995 recorded in Mortgage Book 2700, Page 1867 (the "Third Loan Modification
Agreement") and further amended by that certain Modification Agreement,
effective December 10, 1998 recorded in Mortgage Book 3208, Page 910 (as
amended, modified or assigned, the "Mortgage").

         WHEREAS, the Note and the Mortgage and any and all other documents
related to the Loan are collectively referred to as the "Loan Documents".




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         WHEREAS, except as otherwise provided, all terms herein shall have the
meanings ascribed thereto in the Loan Documents;

         WHEREAS, the Loan became due and payable in full on May 10, 1999, which
was the maturity date of the Loan, NYLIC has notified Borrower of the same and
Borrower desires NYLIC to waive the maturity date and modify the terms of the
Loan Documents; and

         WHEREAS, Borrower and NYLIC have agreed to amend certain terms of the
Loan and the Loan Documents to inter alia change the maturity date of the Loan
to May 10, 2000 and to provide a new repayment schedule.

         NOW, THEREFORE, in consideration of the mutual promises contained
hereinbelow, the sum of Five and No/100 Dollars ($5.00) and other good and
valuable consideration, the receipt, sufficiency and adequacy of which the
parties do hereby acknowledge, the parties do hereby agree as follows:

         1. The Note, and Loan Documents as applicable, are amended as follows:

            (a)   From and after May 10, 1999 through May 10, 2000 (the
                  "Extended Maturity Date"), the Loan will accrue interest at a
                  fixed rate per annum equal to seven (7%) percent;

            (b)   Commencing June 10, 1999 and continuing on the tenth day of
                  each month thereafter until the Extended Maturity Date,
                  payments in the amount of $39,720.00 will be due and payable.
                  Such payments will be applied first to accrued and unpaid
                  interest and then to principal;

            (c)   Commencing June 10, 1999 and continuing on the tenth day of
                  each month thereafter until the Extended Maturity Date,
                  Borrower will deposit into escrow with NYLIC payments for
                  insurance and ad valorem taxes as required under the Loan
                  Documents (such monthly payments currently being equal to
                  $7,337.53);

            (d)   Unless sooner demanded as provided herein, all outstanding
                  principal together with accrued unpaid interest due under the
                  Loan shall be due and payable in full on May 10, 2000;

            (e)   The Borrower shall be entitled to prepay the Note in full at
                  par without fee or premium on a date which is designated by
                  Borrower in writing given to NYLIC at least ten (10) days
                  prior to such date; and,

            (f)   Notwithstanding anything to the contrary in the Note or Loan
                  Documents, NYLIC shall have the right, at its sole option,
                  upon fifteen (15) days prior written notice to Borrower, with
                  or without cause and irregardless of




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                  whether an event of default shall exist or not, to accelerate
                  repayment of the Loan in full and demand Borrower repay the
                  Loan in full.

            (g)   The terms and provisions of Section 13. Covenants Regarding
                  Tenant Improvement, Leasing Commissions, Capital Improvements
                  and Debt Service Shortfall Escrow Account of the Third Loan
                  Modification Agreement are hereby amended (i) to provide that
                  for the purpose of calculating Net Cash Flow, the term
                  "operating expenses" shall not include any "costs or expenses"
                  for repayment and/or recovery of affiliates or related party
                  loans, equity infusions and/or such payments or returns of
                  capital; and shall include all legal fees and expenses
                  incurred by Borrower, as approved by NYLIC, in connection with
                  the Winn-Dixie Litigation, as such term is defined in the Loan
                  Documents; and (ii) to provide that together with each
                  quarterly statement of Net Cash Flow, Borrower will provide
                  Lender with a written summary and description of all
                  partnership operating costs included in operating expenses for
                  such quarter together with evidence of Borrower's payment of
                  same and, at the request of Lender, Borrower will also provide
                  a description and evidence of payment of any other operating
                  expenses; and, (iii) to provide that the designated depository
                  for the purposes of Section 13 shall be RegionsBank, N.A. 204
                  Main Street, Thomson, Georgia, or at a branch office of the
                  same.

         2. The Loan Documents are amended by deleting all references to the
maturity date of "May 10, 1999" and substituting in lieu thereof the maturity
date of May 10, 2000.

         3. The principal balance due and owing under the Loan Documents as of
the date hereof, after giving effect to Borrower's payment of all principal
payments required to be paid hereunder, is $6,336,420.34.

         4. The Borrower represents and warrants that, at the time of the
execution and delivery of this Agreement, Borrower has good and absolute title
to the real property encumbered by the Loan Documents, and has full power and
authority to subject the same to the lien of the Loan Documents and the same is
free and clear of all liens, charges and encumbrances whatsoever, except those
created by the Loan Documents or those known to NYLIC and those set forth in
NYLIC's existing title insurance policy for the Loan (the "Title Policy").

         5. Except as otherwise modified hereby, the terms and provisions of the
Loan Documents shall remain in full force and effect.

         6. As a condition precedent to NYLIC's agreement herein:

            (a)   upon the execution of this Agreement, pay all costs and
                  expenses, including but not limited to attorney's fees,
                  recording fees and title charges incurred




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                  in connection with this Agreement and/or the consummation of
                  the transaction contemplated hereby;

            (b)   no default shall exist under the Loan Documents as of the date
                  hereof nor shall any event have occurred which with the
                  passage of time or the giving of notice, or both, would
                  constitute such a default;

            (c)   upon execution of this Agreement, Borrower shall provide NYLIC
                  evidence that the depository account opened by Borrower with
                  Regions Bank, N.A. in account number 6801003992 (the
                  "Account") for the purpose of holding Net Cash Flow is
                  correctly named "Brunner Companies Income Properties, L.P., I
                  for the benefit of New York Life Insurance Company".

            (d)   Borrower will assign all of Borrower's right title and
                  interest in and to any proceeds, monies, funds, property, real
                  or personal received by Borrower in connection with a judgment
                  or by settlement in lieu thereof arising out of or obtained by
                  Borrower in connection with the litigation identified on
                  Schedule I attached hereto (the "Winn-Dixie Litigation")
                  pursuant to the terms of that certain Assignment Agreement,
                  the form of which is attached hereto as Exhibit "A".

            (e)   Borrower shall provide or cause to be provided to NYLIC an
                  independent title report in form and content acceptable to
                  NYLIC opining that there are no matters of record filed
                  subsequent to December 1, 1998 except for such matters as are
                  expressly approved by NYLIC in its discretion.

         7. Borrower and NYLIC agree that it is the intent of the parties that
the execution of this Agreement or any documents as contemplated by this
Agreement or the consummation of any transactions contemplated by this Agreement
shall constitute a modification, restatement and renewal under the Loan and
shall not be construed as a novation.

         8. By executing this Agreement, Borrower is reconfirming the accuracy
and correctness of all representations contained in the Loan Documents.

         9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument, and in making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.




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         10. Borrower hereby agrees that NYLIC, and its officers, directors,
employees and agents are irrevocably and unconditionally released and discharged
of any and all claims, demands, obligations, liabilities, costs and expenses,
now existing (including, without limitation, any obligations or commitment of
NYLIC to provide any financial accommodations to Borrower under the Loan
Documents) arising out of or related to the Loan Documents.





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         IN WITNESS WHEREOF, the parties have executed this Agreement this day
of December, 1999 to be effective as of May 10, 1999.

WITNESSES AS TO BORROWER:  BORROWER:


                                           BRUNNER COMPANIES INCOME
                                           PROPERTIES, L.P. I, as successor in
                                           interest to DAYTON & ASSOCIATES VII
                                                                         (SEAL)


_________________________                  By:_________________________________
                                           Name:_______________________________
_________________________                  Its:________________________________



















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         IN WITNESS WHEREOF, the parties have executed this Agreement this day
of December, 1999 to be effective as of May 10, 1999.


WITNESS AS TO NYLIC:                       NYLIC:


                                           NEW YORK LIFE INSURANCE COMPANY
                                                                    (SEAL)


_________________________                  By:_________________________________
                                           Name:_______________________________
_________________________                  Its:________________________________














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STATE OF GEORGIA           )
                           )                        PROBATE
COUNTY OF RICHMOND         )


         PERSONALLY appeared before me the undersigned witness and made oath
that s/he saw the within-written Brunner Companies Income Properties, L.P. I, as
successor in interest to Dayton & Associates VII by ________________________,
its _____________________________, sign, seal, and as its act and deed, deliver
the within-written instrument for the uses and purposes therein mentioned, and
that s/he with the other witness whose signature appears above, witnessed the
execution thereof.




                                                   _____________________________
                                                               Witness


SWORN TO before me this
_______ day of ________________________, 1999.

____________________________________ (L.S.)
Notary Public for Georgia
My Commission Expires: _______________________





















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STATE OF NEW YORK          )
                           )                        PROBATE
COUNTY OF                  )


         PERSONALLY appeared before me the undersigned witness and made oath
that s/he saw the within-written New York Life Insurance Company,
by __________________________ , its ____________________________, sign, seal,
and as its act and deed, deliver the within-written instrument for the uses and
purposes therein mentioned, and that s/he with the other witness whose signature
appears above, witnessed the execution thereof.





                                                   _____________________________
                                                               Witness


SWORN TO before me this
_______ day of ________________________, 1999.

____________________________________ (L.S.)
Notary Public for Georgia
My Commission Expires: _______________________




























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                                   SCHEDULE I


         Description of all parties and proceedings commenced in connection with
the collection of past due and future accruing rent for the Winn-Dixie store at
White Horse Plaza, Greenville, South Carolina.



























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