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                                                                   EXHIBIT 10.52
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, 1998 to be effective as of the 10th day of October, 1998 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 (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 October 10, 1998, which
was the maturity date of the Loan, NYLIC has notified Borrower of the same and
Borrower desires NYLIC to waive the event of default 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, 1999, to provide a new repayment schedule and to modify the interest rate.

    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 October 10, 1998 through May 10, 1999 (the "Extended
             Maturity Date"), the Loan will accrue interest at a fixed rate per
             annum equal to seven (7%) percent;

        (b)  Commencing November 10, 1998 and continuing on the tenth day of
             December 1998, January 1999, February 1999, March 1999 and April
             1999, interest only payments in the amount of $8,226.27 will be due
             and payable;

        (c)  Commencing November 10, 1998 and continuing on the tenth day of
             December 1998, January 1999, February 1999, March 1999 and April
             1999, 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 $3,444.00);

        (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, 1999;

        (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.

     2.  The Loan Documents are amended by deleting all references to the
maturity date of "October 10, 1998" and substituting in lieu thereof the
maturity date of May 10, 1999.

     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 $1,410,217.91.

     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 together with all costs and expenses of NYLIC, including
              without limitation, all attorney's fees and expenses incurred as a
              result of Borrower's failure to pay the amounts due under the Loan
              on or before October 10, 1998; provided, however, Borrower shall
              not be required to pay any amounts in excess of those limits
              agreed to by Borrower and NYLIC in that certain letter agreement
              dated November 24, 1998.

         (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)  on or before November 30, 1998, NYLIC shall have received (i) a
              payment in the amount of $18,320.16 representing the installment
              of principal and accrued interest due on October 10, 1998 and late
              charges in the amount of $79.23; (ii) an additional payment of
              $11,670.27 representing accrued interest through November 10, 1998
              and the required escrow deposit due for such date; and, (iii) the
              escrow shortage in the amount of $10,807.28;


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         (d)  on or before December 21, 1998, Borrower shall provide or cause to
              be provided to NYLIC an independent title report opining that
              there are no matters of record filed subsequent to the effective
              date of Lender's Title Policy 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.

     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 as of this 
21st day of December, 1998 to be effective as of October 10, 1998.

WITNESSES AS TO BORROWER:       BORROWER:

                                BRUNNER COMPANIES INCOME
                                PROPERTIES, L.P.I, as successor in
                                interest to DAYTON & ASSOCIATES XII
                                                                   (SEAL)
                                By: Brunner Management, LP
                                As Its: General Partner

                                By: /s/            
                                    ---------------------------
                                Name:  Frank B. Turner, Jr.
                                     --------------------------
                                Its:  Authorized Agent
                                    ---------------------------
/s/ 
-------------------

/s/ Sharon O. Allen
-------------------


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of this 
21st day of December, 1998 to be effective as of October 10, 1998.


WITNESSES AS TO NYLIC:          NYLIC:

                                NEW YORK LIFE INSURANCE COMPANY
                                                           (SEAL)

                                By: /s/            
                                    ----------------------------
                                Name:  Michael J. Falabella
                                     ---------------------------
                                Its:  Real Estate Vice President
                                    ----------------------------
/s/ 
-------------------

/s/ 
-------------------


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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 Frank B. Turner, Jr. , its 
Authorized Agent, 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.


                                                  /s/
                                                  ---------------------------
                                                  Witness

SWORN TO before me this
17th day of December, 1998.

/s/ Sharon O. Allen    
----------------------(L.S.)
Notary Public for Georgia
My commission Expires: 8/20/02



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STATE OF GEORGIA           )
                           )                 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 Michael J.
Falabella, its Real Estate Vice President, 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.


                                                  /s/
                                                  ---------------------------
                                                  Witness

SWORN TO before me this
__ day of December, 1998.

/s/    
----------------------(L.S.)
Notary Public for New York
My commission Expires: ____



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