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                                                                  Exhibit 10.55


STATE OF SOUTH CAROLINA                  )
                                         )             MODIFICATION AGREEMENT
COUNTY OF GEORGETOWN                     )           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 GEORGETOWN COUNTY,
                                         )           SOUTH CAROLINA IN MORTGAGE
                                         )              BOOK 337 AT PAGE 133


         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 XII, ("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 One Million Six Hundred Thousand and No/100
Dollars ($1,600,000.00) (the "Loan");

         WHEREAS, the Loan was evidenced by that certain promissory note in the
original amount of $1,600,000.00 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 Georgetown County, South Carolina in
Mortgage Book 337 at Page 133 as amended by that certain Loan Modification and
Extension Agreement and Mortgage Amendment, effective as of June 10, 1993
recorded in Mortgage Book 642, page 299, 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 742, Page 248 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 796, Page 144
(the "Third Loan Modification Agreement") and further amended by that certain
Modification Agreement, effective October 10, 1998 recorded in Mortgage Book
B1158 Page P249 (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 $8,815.00
                           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
                           $3,425.00);

                  (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 $1,406,023.98.

         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, Borrower shall
                           pay all costs and expenses, including but not
                           limited to attorney's fees, recording fees and title
                           charges incurred in connection with this Agreement
                           and/or the consummation of the transaction
                           contemplated hereby.


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                  (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 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.

                  (e)      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".

         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.

         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.



                  [THE REST OF THIS PAGE HAS BEEN LEFT BLANK]


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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 XII
                                                                         (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 XII 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 New York
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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