MORTGAGE LOAN MODIFICATION AGREEMENT

                                     Between

                            HIGH CASH PARTNERS, L.P.,
                         a Delaware limited partnership

                                       and

                  RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.,
                         a Delaware limited partnership




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                      MORTGAGE LOAN MODIFICATION AGREEMENT


      THIS MORTGAGE LOAN MODIFICATION  AGREEMENT (the "Modification  Agreement")
is made this 21st day of December,  2000,  between HIGH CASH  PARTNERS,  L.P., a
Delaware limited  partnership (the  "Borrower"),  and RESOURCES ACCRUED MORTGAGE
INVESTORS 2 L.P., a Delaware limited partnership (the "Lender").

                                R E C I T A L S :

      A.     The Borrower owns  certain real property, improvements and personal
property  which is  commonly  known as Sierra  Marketplace  and located at South
Virginia  Street  and East  Moana  Lane,  Reno,  Nevada  (as  more  specifically
described  in the Deed of Trust (as  defined  below)  and  hereafter  called the
"Property");

      B.     The  Property  is encumbered  by  a mortgage  loan  (the "Loan") as
evidenced by a Deed of Trust,  Assignment of Rents,  Fixture Filing and Security
Agreement  among the  Borrower as trustor,  First  Commercial  Title,  Inc.,  as
trustee and the Lender,  as beneficiary dated February 10, 1989, and recorded on
February  13,  1989,  in Book  2866,  Page 42, as  Document  No.1304601,  in the
Official  Records  of  Washoe  County,  Nevada  (the  "Deed  of  Trust")  and an
Assignment  of Leases  and Rents  given by the  Borrower  in favor of the Lender
dated February 10, 1989,  and recorded on February 13, 1989, in Book 2866,  Page
88, as Document No. 1304602,  in the Official  Records of Washoe County,  Nevada
(the  "Assignment").  The Deed of  Trust  and  Assignment  secure  that  certain
Registered  Note dated  February  10, 1989 in the original  principal  amount of
$6,500,000  made by the Borrower and given to Lender (the "Note").  The original
principal  amount of the Note,  together  will all accrued and unpaid  interest,
late charges, default interest,  attorneys fees and other costs and expenses due
and  payable  under the Note and Loan  Documents  is  referred  to herein as the
"Indebtedness".  The  Note,  Deed  of  Trust,  Assignment  and  other  documents
evidencing  and securing the  Indebtedness  are  hereinafter  referred to as the
"Loan Documents";

      C.     The Maturity  Date of the Loan is February  28, 2001,  and Borrower
has requested  Lender,  and Lender has agreed, to forbear in the exercise of its
rights  and  remedies  under  the Loan  Documents  in the  event the Loan is not
satisfied  in  full on or  prior  to the  Maturity  Date,  upon  the  terms  and
conditions of this Modification Agreement; and

      D.     Lender  and Borrower  have agreed to enter into  this  Modification
Agreement to memorialize their  understanding  regarding their respective rights
and obligations in respect of the pending maturity of the Loan.

                               A G R E E M E N T:

      IN CONSIDERATION of the mutual agreements  herein contained,  the benefits
to  be  derived  by  the  parties   therefrom   and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:



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                                    ARTICLE I

                    CAPITALIZED TERMS; RECITALS; RATIFICATION

      1.1    Capitalized Terms. Capitalized  Terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Loan Documents.

      1.2.   Recitals. The foregoing recitals are hereby affirmed by the parties
as true and correct and are incorporated herein
by this reference.

      1.3.   Ratification. Borrower  hereby  acknowledges and agrees, subject to
the  satisfaction  of each of the conditions  precedent set forth herein and the
other terms and conditions  contained herein, that the Loan Documents are hereby
reaffirmed,  ratified and modified as provided in this Modification Agreement as
of the date hereof.  All of the property  securing the Loan  including,  without
limitation,  the  Property,  shall remain in all respects  subject to the liens,
charges,  security  interests,  and  encumbrances  of the  Deed  of  Trust,  the
Assignment  and the other Loan  Documents,  as modified and amended  pursuant to
this  Modification  Agreement,  and nothing herein  contained,  and nothing done
pursuant  hereto,  shall affect or be  construed  to affect the liens,  charges,
security interest,  or encumbrances of, or warranties of title in, or conveyance
effected by the Deed of Trust,  the Assignment or the other Loan  Documents,  as
modified and amended pursuant to this  Modification  Agreement,  or the priority
thereof  over  other  liens,  charges,   security  interests,   encumbrances  or
conveyances,  all of which shall continue to secure,  in the same manner, in the
same  priority  and to the same  extent  set  forth  therein,  the  payment  and
performance of all Obligations (as hereinafter  defined)  arising under the Loan
Documents, as modified and amended pursuant to this Modification Agreement,  and
all of same  are  hereby  affirmed,  extended,  carried  forward,  ratified  and
confirmed  and shall for all  purposes be deemed in full force and  effect.  The
execution and acceptance of this  Modification  Agreement by Lender shall not be
deemed or otherwise  construed  as (i) a waiver,  modification,  restriction  or
limitation of any of Lender's rights, remedies,  recourses and benefits,  except
as provided in this  Modification  Agreement,  arising  under the Note,  Deed of
Trust,  the  Assignment  and/or the other Loan  Documents by operation of law or
otherwise,  or of Lender's right  otherwise to demand full,  complete and strict
performance  of  the  obligations  arising  under  any  of  the  Loan  Documents
(collectively, the "Obligations"),  or (ii) a precedent with respect to Lender's
consent  requested  or to be  requested  by  Borrower or  Guarantor  (as defined
herein) or any other person or entity to any future  modification  of any of the
Loan Documents, and Lender shall be under no obligation,  express or implied, to
consent to any such future modification.

                                   ARTICLE II

                       CONSIDERATION; MODIFICATION TERMS;
                          AMENDMENTS TO LOAN DOCUMENTS

      2.     Consideration  and Modified Terms.  Lender agrees to forbear in the
exercise of its rights and  remedies  under the Loan  Documents in the event the
Loan is not  satisfied  on or prior to the  Maturity  Date.  Borrower and Lender
agree that the  consideration  for the  agreement of Lender to forbear,  and the
terms and conditions upon which such agreement is conditioned, are as follows:

             2.1    Loan  Extension;  Costs.   For  and  in   consideration  for
      entering into this Modification  Agreement,  Borrower hereby agrees to pay
      Lender upon the full execution of

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      this  Modification  Agreement by Borrower and Lender all reasonable  costs
      paid or incurred by Lender in connection with this Modification Agreement,
      including  without  limitation,  title  insurance  premiums,  search fees,
      recording costs and Lender's  attorney's  fees, in an amount not to exceed
      $20,000.

             2.2    Modification  Terms.  Subject to the satisfaction of each of
      the  conditions  precedent  set  forth  herein  and the  other  terms  and
      conditions  contained  herein,  the parties hereto agree that the terms of
      the modification of the Loan shall be as follows:

             2.2.1  Conveyance  Documents; Release Terms. The Borrower agrees to
      deposit  a grant  deed,  bill of sale,  assignment  of  leases  and  other
      documents called for by Article IV herein (the "Conveyance Documents") and
      Lender  agrees to deposit an executed  counterpart  to the  assignment  of
      leases with Post & Heymann,  LLP (the "Escrow Agent") to be held in escrow
      in  accordance  with  the  terms  and  conditions  of  this   Modification
      Agreement,  and that certain Agreement for Deed attached hereto as Exhibit
      "A".

             The Conveyance Documents will be held in escrow by Escrow Agent and
      will not be  released to the Lender or its  designee  until the earlier of
      the following events (a "Release Event"):

                    (i)    In  the  event  Borrower or any affiliate of Borrower
            takes any action or omits to take any action, in bad faith, which is
            intended  to hinder,  impede or delay the  exercise by Lender of its
            rights, powers or remedies under this Modification Agreement and the
            same is not cured  within ten (10) days after  notice to Borrower by
            Lender;  provided,  however, that the commencement by Borrower of an
            action against Lender to seek to enforce the terms and provisions of
            this Modification  Agreement shall not constitute a Release Event in
            the event  Borrower  determines,  in its good faith  judgment,  that
            Lender is in breach of the terms and provisions of this Modification
            Agreement; provided, further, however, that the terms and conditions
            of that certain Unconditional Limited Guaranty shall not be affected
            by the foregoing in the event it is determined by final adjudication
            of a court of  competent  jurisdiction  that such  civil  action was
            commenced  in bad faith with the  intent to hinder,  impede or delay
            the exercise by Lender of its rights,  powers or remedies under this
            Modification Agreement.;

                    (ii)   On any day on or after March 1, 2002 upon the closing
            date of the sale or other  conveyance  of the  Property:  (a) in the
            event the Lender  identifies  a bona fide third party  purchaser  to
            acquire the Property,  or (b) for any other reason deemed  necessary
            by Lender in its reasonable discretion acting in good faith to avoid
            a  material   economic   disadvantage  to  the  Lender  (i.e.,   the
            participation  in a  "roll-up"  or other form of  reorganization  of
            Lender or similar transfer of the Property, but excluding payment of
            the  Expense  Distribution  (as  defined  herein) or other  monetary
            amounts  due  Borrower  pursuant  to the terms of this  Modification
            Agreement); and

                    (iii)  March 1, 2003.

             2.2.2  Management  Agent.  The  Borrower agrees to  retain  Kestrel
      Management  LP (the  "Managing  Agent") to manage the Property  commencing
      January 2, 2001,  pursuant to

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      the terms and conditions of the management  agreement  attached  hereto as
      Exhibit B (the "Management  Agreement");  such Managing Agent shall not be
      terminated by Borrower  pursuant to the terms of the Management  Agreement
      or otherwise, without the prior consent of Lender, which consent shall not
      be  unreasonably  withheld,  unless due to: (a) the willful  misconduct or
      gross negligence of Managing Agent as determined by final  adjudication of
      a court of competent jurisdiction, or (b) the failure of Managing Agent to
      remit to Borrower the financial information within the control of Managing
      Agent  reasonably  necessary  to enable  Borrower to file its Form 10-K or
      10-KSB,  and Form 10-Q with the  Securities  and Exchange  Commission on a
      timely  basis  after five (5)  business  days prior  written  notice  from
      Borrower to Managing Agent  detailing  with  specificity  the  information
      required and  affording  Managing  Agent the  opportunity  to provide such
      information  within  such five (5)  business  day  period.  Any  successor
      managing  agent  appointed  by Borrower  must be approved by Lender in its
      reasonable  discretion.  Lender  agrees  that  until  March 1,  2001,  the
      Property  shall be  managed in  accordance  with the Plan (as such term is
      defined in the Management Agreement), and thereafter pursuant to a Plan(s)
      approved by Lender.  As of March 1, 2001, the Borrower hereby agrees that:
      (i) Managing  Agent shall  transmit (and upon request of Lender,  Borrower
      will so instruct Managing Agent to transmit) all Gross Operating Cash Flow
      (as such term is  defined  in the  Management  Agreement)  to the  Lender,
      except for those  funds that  Borrower  may  otherwise  be  entitled to in
      accordance  with  Section  2.2.3 and Article VI herein (as to which Lender
      shall  instruct  Managing  Agent to remit to Borrower),  and (ii) Managing
      Agent will not be  required  to obtain  the  consent of Owner to lease the
      Property,  provided  such leasing is  conducted to the  standards of other
      similarly  situated  properties  of the same type and class in the area in
      which the Property is located,  including rental rates, tenant improvement
      allowances and leasing  commissions.  Borrower  agrees to sign as landlord
      all leases for the Property  within five (5) business  days after  receipt
      from Managing Agent until a Release Event has occurred, provided that such
      leases are within the leasing parameters set forth above.

             2.2.3  Distribution of  Net Operating Income.  Net Operating Income
      (as defined  herein)  generated  by the  Property  shall be  disbursed  as
      follows:

                    (i)    Prior to March 1, 2001.  Provided no Event of Default
            (as such term is defined in the Loan  Documents) has occurred and is
            continuing, 100% of the Net Operating Income allocable to the period
            prior to March 1, 2001 shall be distributed to the Borrower;

                    (ii)   On  and  After March 1, 2001.  Provided  no  Event of
            Default  has   occurred  and  is   continuing,   $100,000  (or  such
            proportional  amount in the event the  Property  is not owned by the
            Borrower  for a full  calendar  year)  of the Net  Operating  Income
            allocable  to  the  period  on or  after  March  1,  2001  shall  be
            distributed to Borrower annually (the "Expense  Distribution"),  and
            the remaining Net Operating Income shall be paid to the Lender.  The
            Expense  Distribution shall be paid to the Borrower in equal monthly
            installments  to  the  extent  of  available  Net  Operating  Income
            commencing  April 1, 2001, and each month thereafter until such time
            as a Release Event has occurred and the  Conveyance  Documents  have
            been  delivered  to Lender.  Net  Operating  Income  received by the
            Lender shall be applied first to current interest at 11.22%, next to
            accrued and unpaid  interest,  and the  remaining to  principal  due
            under the Note. After delivery of the Conveyance Documents to

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            Lender in accordance with the terms hereof, all of Borrower's right,
            title and interest to the Property, including without limitation Net
            Operating  Income,  shall  terminate,  and all Net Operating  Income
            thereafter shall be the property of the Lender.

                    (iii)  Loan Documents; No Default.  The Management Agreement
            shall  obligate  the  Managing  Agent to use good  faith  efforts to
            comply with the terms and provisions of the Loan  Documents  (except
            to  the  extent  such  provisions  of the  Loan  Documents  are  not
            susceptible to performance  except by Borrower itself),  and any act
            or omission of the Managing Agent that otherwise  would result in an
            Event of  Default  under the Loan  Documents  shall not be deemed an
            Event of Default for the  purposes of this  Modification  Agreement.
            Further,  the occurrence of the scheduled  maturity date of February
            28, 2001, and the failure of Borrower to make any monetary  payments
            due under the Loan shall not be an Event of Default for the purposes
            of this Modification Agreement or under the Loan Documents.

                    (iv)   Definitions.
                           -----------

                  (a)      "Net  Operating  Income"  shall   mean  all  revenues
            derived  from the  ownership  and  operation of the Property and the
            interim   investment  of  accumulated   funds  minus  all  Operating
            Expenses;  excluding  however  Net  Condemnation  Proceeds  and  Net
            Casualty  Proceeds  (as defined in the Deed of Trust),  and proceeds
            from the sale of the Property.

                  (b)      "Operating  Expenses"  shall mean expenditures of all
            kinds made with  respect to the  operation  of the  Property  in the
            normal   course  of   business   including,   but  not  limited  to,
            expenditures   for   taxes,   insurance,   repairs,    replacements,
            maintenance,   management  fees,  salaries,   advertising  expenses,
            professional  fees,  wages and utility costs,  amounts  payable with
            respect  to the  Property  under or with  respect  to any  Permitted
            Encumbrances  and for capital  expenditures  required to comply with
            legal   requirements   applicable  to  the  Property  or  Leases  or
            amendments thereto,  but expressly excluding any debt service on the
            Note.

             2.2.4  Appraisal.  Pursuant to, and in accordance with the terms of
      the Note, the Lender hereby requests,  and the Borrower hereby agrees,  to
      engage  Greenwich  Realty Advisors to perform an appraisal of the Property
      to determine the Excess Payment (as such term is defined in the Note),  if
      any, due under the terms of the Note. In the event the appraisal indicates
      a value which  requires an Excess  Payment be made by the  Borrower to the
      Lender,  the  Borrower  shall make such payment  within  fifteen (15) days
      after the  determination  of such amount as evidenced by Lender's  written
      demand,  which absent manifest error, shall be conclusive as to the amount
      owed.  Borrower's  failure to timely make such payment  shall be a default
      hereunder,  without further notice from Lender or any opportunity to cure,
      and shall result in the immediate  release of the Conveyance  Documents to
      Lender upon Lender's demand made to Escrow Agent.

             Upon performance by Borrower of its obligations  under this Section
      2.2.4, Lender shall have no further appraisal rights pursuant to the Note.

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             2.2.5  Prepayment; Payment after Maturity Date. Notwithstanding any
      other provision set forth in the Loan Documents:

                    (i)    The  Borrower  shall  have the right to prepay the
            Loan in full in accordance with the terms and conditions of the Loan
            Documents on any day prior to March 1, 2001; and

                    (ii)   The Borrower shall have the right to satisfy the Loan
            in full in  accordance  with the  terms and  conditions  of the Loan
            Documents  after  February 28, 2001 and prior to March 1, 2003 for a
            price, to be paid in cash,  equal to the sum of: (a) the then unpaid
            principal  balance of the Loan and all accrued  and unpaid  interest
            and  other  charges  due  under  the  Loan,  and  (b) as  additional
            interest,  66% of any  value in excess of (a)  above,  provided  the
            Lender has not  otherwise  notified  the Borrower in writing that it
            has entered into a contract to sell or otherwise convey the Property
            pursuant to Section 2.2.1(ii) herein.

             In the event that the Loan is satisfied in full as provided in this
      Section 2.2.5, the Conveyance  Documents shall have no force or effect and
      shall be released  from escrow and returned to Borrower,  and Lender shall
      so instruct Escrow Agent.

             2.2.6  Unconditional  Limited Guaranty. As for the inducement for
      the Lender to enter into this Modification Agreement,  the Borrower agrees
      to deliver to the Lender, together with the execution and delivery of this
      Modification  Agreement,  the  Unconditional  Limited Guaranty executed by
      Lawrence J. Cohen  ("Guarantor") in the form attached hereto as Exhibit C,
      with the  understanding  the Lender would not enter into this Modification
      Agreement  without the due  execution  and  delivery of such  agreement to
      Lender.

             2.2.7  Release.  The  Borrower  and  Lender agree  to exchange  the
      Release  attached  hereto as Exhibit D  together  with the  execution  and
      delivery of this Modification Agreement.

             2.2.8  Amendments to Loan Documents.

                    (i)    Junior  Encumbrances.  Notwithstanding Paragraph 2 of
            the Deed of  Trust,  no  Junior  Encumbrances  shall  be  permitted.
            Paragraph 62 of the Deed of Trust is hereby deleted in its entirety;

                    (ii)   Leases.  The first two  sentences of Paragraph 12 of
            the Deed of Trust shall be deleted in their  entirety and amended to
            provided  that no new Lease for the  Property  shall be  executed by
            Trustor and any existing lease shall not be modified or canceled, in
            each case,  without the prior written consent of Beneficiary,  which
            consent  shall not be  unreasonably  withheld or delayed.  The third
            sentence of Paragraph  12 of the Deed of Trust is hereby  deleted in
            its entirety;

                    (iii)  Appraisal  Right.  Upon  Borrower's  compliance  with
            Section 2.2.4 herein,  the third  paragraph on page 2 of the Note is
            hereby deleted in its entirety; and

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                    (iv)   Additional  Interest.  The requirement  that Borrower
            pay  Additional  Interest  (as such term is  defined in the Note) is
            hereby deleted.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

      3.     Conditions  Precedent.  The following shall be conditions precedent
to the effectiveness of this Modification Agreement.

             3.1    Documents.  Borrower  and  Guarantor  shall  have  executed,
      acknowledged and delivered to Lender this Modification Agreement, and each
      and every document called for herein, including,  without limitation,  the
      Agreement for Deed and Conveyance  Documents,  the  Unconditional  Limited
      Guaranty, and Mutual Release;

             3.2    UCC Financing Statements.  Borrower shall have executed  and
      delivered to Lender UCC financing statements for filing with the Secretary
      of State's  office in the States of Delaware,  Nevada and New York and the
      Deed Records of Washoe County, Nevada;

             3.3    Insurance on the Property.  Borrower  shall have  delivered,
      or caused to be delivered,  to Lender, in form and substance  satisfactory
      to  Lender,  evidence  of  insurance  coverage  on the  Property,  and the
      improvements and personal property located thereon, in accordance with the
      provisions  of the  Deed of  Trust,  together  with  evidence  in form and
      substance  satisfactory  to Lender,  that all  insurance  premiums  due to
      maintain such insurance  have been paid in full and that no  delinquencies
      exist with respect to the same;

             3.4    Taxes, Charges, Impositions and Assessments.  Borrower shall
      have delivered,  or caused to be delivered,  to Lender,  evidence, in form
      and  substance  satisfactory  to Lender,  that all fiscal year 2000 - 2001
      taxes,  charges,  and  impositions  then due and  payable,  and all taxes,
      charges,  impositions  and assessments for all prior years relating to the
      Property  have been paid in full,  and that no  delinquencies  exist  with
      respect to the same, including without limitation,  any and all penalties,
      late charges and interest accrued thereon;

             3.5    Borrower's   Authority   Documents.   Borrower  shall   have
      delivered  to  Lender  all  the  relevant   formation  and  organizational
      documents  of  Borrower  and each of the  general  partners  of  Borrower,
      including,  without limitation,  copies of all resolutions authorizing the
      consummation  of  the  transactions   contemplated  by  this  Modification
      Agreement and such other evidence of  partnership  authority as reasonably
      requested   by  Lender   (which  may   include  an  opinion  of   counsel)
      ("Partnership Authority"),  certificates of good standing, certificates of
      existence  and all  other  certificates  which  can be  obtained  from the
      Secretary of State's  office in the  jurisdiction  in which the entity was
      organized,  and where it is doing  business,  and  evidence  that all such
      formation  documents  remain in full  force and  effect  and have not been
      amended or modified since they were delivered to Lender; and

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             3.6    Legal  Opinion.  Borrower shall provide to Lender an opinion
      of legal counsel in form and content reasonably satisfactory to Lender.

      In the event evidence of Partnership  Authority is not delivered to Lender
on or before  February  27, 2001 (as such time may be  extended  upon the mutual
agreement of Borrower and Lender), this Modification  Agreement shall terminate,
the  Conveyance  Documents,  the  Unconditional  Limited  Guaranty and all other
documents  contemplated  hereunder  shall be of no force or effect  and shall be
returned to Borrower and Guarantor,  respectively,  and neither party shall have
any further  rights or obligations  hereunder or thereunder,  and the rights and
obligations  of the parties hereto shall be governed by the terms and conditions
of the Loan  Documents as if this  Modification  Agreement  was never  executed.
Notwithstanding  the  foregoing,  the  term of the  Management  Agreement  shall
commence January 2, 2001.

                                   ARTICLE IV

                                     CLOSING

      4. Closing.  The Borrower and the Lender agree that in the event a Release
Event occurs the transfer of the Property will be consummated as follows:

            4.1    Closing  Date.  The transfer of the  Property  will close on
      the date  (hereafter  called the "Closing Date") after a Release Event has
      occurred  under Section  2.2.1 herein and  designated by Lender with seven
      (7) business  days advance  notice to Borrower  and Escrow  Agent,  but no
      later than  March 1,  2003;  provided  that in the event  Lender  fails to
      deliver  such notice to Borrower  and Escrow  Agent  within the time frame
      contemplated  above,  Borrower shall have the right at anytime after April
      1, 2003 to forward  such  notice to Lender and  Escrow  Agent  instructing
      Escrow  Agent to record  the Deed and  otherwise  deliver  the  Conveyance
      Documents to Lender .

            4.2     Borrower's  Deliveries.  Simultaneously  with the execution
      and delivery of this Modification Agreement,  the Borrower will deliver or
      cause to be  delivered  to the  Escrow  Agent  the  following  items  (all
      documents  will be duly executed and  acknowledged  where required but not
      dated):

                    4.2.1  Deed.  A  grant  deed  (the "Deed")  in  the  form of
            Schedule "A" attached hereto;

                    4.2.2 Bill of Sale. A bill of sale and assignment (the "Bill
            of Sale") in the form of Schedule "B" attached hereto;

                    4.2.3  Lease   Assignment.  An  assignment  of  leases  (the
            "Lease Assignment") in the form of Schedule "C" attached hereto;

                    4.2.4  Owner's  Affidavit.  An  affidavit  in  the  form  of
            Schedule "D" attached hereto;

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                    4.2.5  Non-Foreign  Affidavit.  An  affidavit in the form of
            Schedule "E" attached hereto;

                    4.2.6 Tenant Notice. A notice to each tenant of the Property
            in the form of Schedule "F" attached hereto; and

                    4.2.7   Additional  Documents.   Such  additional  documents
            pertaining  to the  authority  of  Borrower  to convey the  Property
            and/or state transfer tax forms as might be reasonably  requested by
            the title company  recording the Deed to consummate  the transfer of
            the Property to the Lender.

                    4.3 Possession.  Possession of  the Property, subject to the
         rights of tenants in  possession,  will be delivered by the Borrower to
         the  Lender on or before the close of  business  on the  Closing  Date.
         Effective  on the  acceptance  of the  Deed by the  Lender,  beneficial
         ownership  and the  risk of loss of the  Property  will  pass  from the
         Borrower to the Lender.

                                    ARTICLE V

                        PROPERTY INFORMATION; INSPECTION

      5.     Information;  Inspection.  At any time and from  time to time  upon
reasonable  prior notice by Lender to Borrower  prior to the Closing  Date,  the
Lender  will have the right,  at its sole cost and  expense  and  subject to the
rights of tenants  in  possession,  to inspect  the  Property,  to conduct  such
environmental  and  engineering  studies of the  Property  as the  Lender  deems
appropriate  and to  inspect  the books,  records,  contracts,  titles,  leases,
accounts  and all other  information  in the  possession  of the Borrower or the
Borrower's agents relating to the Property.  Within five (5) days after the date
the Borrower executes this Modification  Agreement,  the Borrower agrees: (a) to
deliver to Managing Agent, to the extent in its possession,  and (b) to instruct
Colliers Nevada  Management,  LLC, the current  managing agent for the Property,
and Hays & Company,  the Borrower's  independent  accounting firm, to deliver to
Managing  Agent,  to the  extent in their  possession,  copies of the  following
documents and records relating to the Property:

             5.1    Financial Information. Income and expense statements for the
      calendar years ending 1998 and 1999 and, to the extent available,  monthly
      statements  for the  current  year;  and  copies  of all  books,  records,
      journals,   checks,   bank   statements,   bank  deposit  slips,   account
      reconciliations, invoices, receipts, supporting documentation for payroll,
      payroll  taxes and employee  benefits  and similar  items which are in the
      possession  of the  Borrower  for the current and two (2) most recent full
      calendar years;

             5.2    Service  Contracts.  All  service,  maintenance,  brokerage,
      advertising,   construction,   repair,   renovation  or  other  contracts,
      arrangements or agreements and all correspondence relating thereto, if any
      (the "Service Contracts");

             5.3    Insurance.  All policies of  insurance covering the Property
      together  with  copies of all  claims  asserted  or  settlements  effected
      thereunder during the current and two (2) most recent full calendar years,
      if any;

                                    9


<PAGE>


             5.4    Insurance  Notices.  All notices  of  deficiencies  received
      from insurance companies or any board of underwriters, if any;

             5.5    Occupancy Leases. A copy of all leases and agreements giving
      any person a current  right to use or occupy any part of the  Property (if
      any), together with all amendments and correspondence  relating thereto; a
      listing of all security or other  deposits paid to the Borrower by tenants
      in occupancy of the Property (the "Leases");

             5.6    Tax Bills.  The current tax bill(s) or notice(s), as well as
      copies  of the two (2)  immediately  preceding  years'  tax  bills and any
      notices of  proposed  increases  or changes in the  assessed  value of the
      Property or applicable  tax rates and any protests,  complaints or appeals
      filed with respect thereto during the last two (2) years;

             5.7    Licenses;  Permits.  All  existing  licenses,  all  heating,
      ventilating,   boiler,   building  and  other   permits,   authorizations,
      approvals,  certificates and similar items, and all existing  certificates
      of  occupancy  and  similar  documents  required  in  connection  with the
      maintenance or operation of the Property, if any;

             5.8    Government   Reports.  All  existing  agreements,   reports,
      correspondence  and notices  received by the  Borrower  from any  federal,
      state, county, city or other governmental agency, if any;

             5.9    Engineering   Reports.   All   existing   soil,  geological,
      environmental, engineering, architectural and other tests and reports; and

             5.10   Surveys; Plans; Specifications. All existing surveys, plans,
      specifications and drawings.

                                   ARTICLE VI

                               CLOSING ADJUSTMENTS

      6.     Closing Adjustments. All receipts and disbursements of the Property
will be  prorated  for the  purposes of  determining  Net  Operating  Income for
purposes  of Section  2.2.3  herein so that,  except as  otherwise  specifically
provided in this Article VI, the Borrower will bear all expenses with respect to
the Property which are incurred prior to March 1, 2001.

             6.1    Prorated Items.  The  following  items  will  be apportioned
      between the Lender and the  Borrower as of 11:59 pm on February  28, 2001,
      based upon the period(s)  for which the item is  allocable,  regardless of
      when actually paid or payable:

                    6.1.1  Rents; Revenues.  All  rents and  other revenues from
            the operation of the Property received by the Borrower,  if any, and
            the CAM charges and tax reimbursements payable by the tenants of the
            Property;

                    6.1.2  Service Contracts.  Amounts paid or payable under the
            Service Contracts and similar  agreements  relating to the operation
            of the Property, if any;

                                       10


<PAGE>

                    6.1.3  Receipt  Taxes.   Gross  income,  occupancy,  general
            excise,  gross receipts and other taxes, if any,  payable on account
            of any  rents  or  other  income  derived  from  the  Property,  but
            excluding state and federal income taxes payable by the Borrower;

                    6.1.4  Property Taxes. All real and personal property taxes,
            ad valorem taxes and special assessments, if any, whether payable in
            installments  or  not,  for  the  fiscal  year  2000  -  2001  which
            prorations  will be based on the tax  rate  and  assessed  valuation
            available on such date;

                    6.1.5  Insurance.  Premiums  on  all  existing  and  prepaid
            insurance policies; and

                    6.1.6  Utility Charges. All utility charges.

             6.2    Items  Not  Prorated.   The  following  items  will  not  be
      apportioned between the Borrower and the Lender:

                    6.2.1  Tenant  Deposits.  All  security  and othe   deposits
            which are required to be refunded to tenants of the Property will be
            transferred  by the Borrower to the Lender,  if any, on the date the
            Deed is delivered to Lender;

                    6.2.2  Property Taxes. All real and personal property taxes,
            ad valorem taxes and  installments of special  assessments,  if any,
            for fiscal  years which end on or before  February  28, 2001 will be
            paid by the Borrower;

                    6.2.3  Other Deposits.  All  deposits  paid  by  or  for the
            account of the  Borrower in  connection  with  utilities,  equipment
            leases or other services  relating to the management or operation of
            the Property  will be refunded to the Borrower on the Closing  Date;
            and

                    6.2.4 Employee  Costs.  All employee  wages, bonuses, social
            security and other payroll taxes,  workers'  compensation  insurance
            premiums and fringe benefits,  if any, with respect to all employees
            whose wages are charged to the operation of the Property, including,
            without implied limitation,  accrued benefits which are not utilized
            prior to March 1, 2001,  such as vacation,  sick leave and severance
            pay shall be considered an Operating Expense for the period prior to
            March 1, 2001 and shall be paid by the  Borrower  from  funds  other
            than post March 1, 2001 Net  Operating  Income  and the Lender  will
            have no  obligation  to employ any  employee of the  Borrower  after
            March 1, 2001.

             6.3    Accounts  Payable.  All sums due for accounts  payable which
      are owing or incurred in connection with the Property for periods prior to
      March 1, 2001 shall be  considered  an  Operating  Expense  for the period
      prior to March 1, 2001 and shall be paid by the Borrower  from funds other
      than post March 1, 2001 Net Operating Income, regardless of when invoiced.
      All accounts payable which can be readily  identified and quantified as of
      March 1, 2001 will be paid by the Borrower on March 1, 2001.


                                       11


<PAGE>

            6.4     Accounts Receivable.  All  account receivable balances which
      were earned and attributable to the period prior to March 1, 2001 shall be
      considered  revenue for the period prior to March 1, 2001 for the purposes
      of determining pre-March 1, 2001 Net Operating Income,  regardless of when
      received;  provided,  however, that any amounts received on or after March
      1, 2001 from  tenants of the  Property  other than those  attributable  to
      common area maintenance  charges ("CAM Charges") shall be applied first to
      post  March 1,  2001  charges  outstanding,  with the  remainder,  if any,
      applied to pre March 1, 2001  charges,  which  shall be  promptly  paid to
      Borrower. CAM Charges paid by tenants related to periods prior to March 1,
      2001 shall be  treated as Net  Operating  Income  allocable  to the period
      prior to March 1, 2001 shall be distributed to Borrower.

             6.5    Post-Closing Adjustments. Notwithstanding anything contained
      in this  Article VI to the  contrary,  if,  during  the period  ending one
      hundred eighty (180) days after March 1, 2001,  either the Borrower or the
      Lender  discovers any error in computation  of any proration,  adjustment,
      credit or debit as  hereinabove  set forth,  such  proration,  adjustment,
      credit or debit  will be  promptly  adjusted  as of March 1, 2001  without
      interest thereon and the party obligated to make reimbursement as a result
      of the  correction of such error will promptly pay to the other party such
      amount as is determined to be due. On the date which is one hundred eighty
      (180) days after  March 1, 2001 all  prorations,  adjustments,  debits and
      credits will be deemed final, excepting only matters theretofore raised by
      the parties which have not been finally resolved.

                                   ARTICLE VII

                   REPRESENTATIONS AND WARRANTIES OF BORROWER

      7.     Borrower   Representations;  Warranties.  The  representations  and
warranties contained in this Article VII are not intended to replace or limit in
any manner any warranty  provided under the Loan  Documents.  The Lender will be
entitled to rely on the following representations and warranties of the Borrower
notwithstanding the Lender's  inspection and investigation of the Property.  The
Lender has entered into this  Modification  Agreement on the condition  that the
Borrower make the following representations and warranties, which are a material
inducement  to  the  Lender's   willingness  to  enter  into  and  perform  this
Modification  Agreement in reliance on such representations and warranties.  The
Borrower  represents  and  warrants to the  Lender,  as of the date  hereof,  as
follows:

             7.1    Borrower Status.  The  Borrower  is  a  limited partnership,
      properly  organized,  validly existing and in good standing under the laws
      of the State of Delaware and is  qualified to conduct  business in Nevada;
      the  Borrower is  qualified to own and operate the Property and to conduct
      business as now being  conducted by the  Borrower;  the persons  executing
      this Modification Agreement on behalf of the Borrower are fully authorized
      to execute,  deliver and perform the terms of this Modification  Agreement
      on behalf of the Borrower;

             7.2    Borrower  Authority.  Subject to Article III  herein, and in
      particular  except as may be contemplated  in, the evidence of Partnership
      Authority   delivered  to  Lender,  the  execution  of  this  Modification
      Agreement  by  the  Borrower,  the  performance  by  the  Borrower  of the
      Borrower's  obligations  hereunder,  and the transfer of the Property does
      not  require the consent or  approval  of any third  party;  neither  this

                                       12


<PAGE>

      Modification   Agreement  nor  anything  provided  to  be  done  hereunder
      (including,  without implied  limitation,  the transfer of the Property to
      the  Lender)   violates   or  will   violate   any   contract,   document,
      understanding, agreement or instrument to which the Borrower is a party;

             7.3    Binding  Effect.  This  Modification  Agreement  constitutes
      the legal,  valid and binding  obligation of the Borrower  enforceable  in
      accordance  with its terms,  except as limited by bankruptcy,  insolvency,
      general principles of equity or other laws of general application relating
      to the enforcement of creditors' rights;

             7.4    Financial  Status.  The Borrower has not: (a) made a general
      assignment for the benefit of creditors;  (b) filed any voluntary petition
      in bankruptcy; (c) to its knowledge, suffered the filing of an involuntary
      petition in bankruptcy; (d) suffered the appointment of a receiver to take
      possession of all or any part of the Borrower's  assets;  (e) suffered the
      attachment or other judicial  seizure of all or any part of the Borrower's
      assets;  (f)  admitted in writing an  inability  to pay debts as they come
      due;  or (g) made an offer of  settlement,  extension  or  composition  to
      creditors generally;

             7.5    Validity  of  Loan  Documents.  The  Loan  Documents  are in
      all  respects  the  legal,  valid  and  binding  obligations  of  Borrower
      enforceable in accordance with their respective  terms,  except as limited
      by bankruptcy,  insolvency,  general principles of equity or other laws of
      general application  relating to the enforcement of creditors' rights, and
      grant to the Lender a direct,  valid and enforceable lien on, and security
      interest in and to, the Property;

             7.6    Defenses or Counterclaims.  As of the date hereof,  Borrower
      has no  defenses,  offsets or  counterclaims  as against the  indebtedness
      evidenced and secured by the Note and the other Loan Documents, as amended
      by this Modification Agreement. Lender has performed each and every one of
      its obligations to Borrower under the Loan  Documents,  as amended hereby.
      Lender is not in default of any of its  obligations  to Borrower under the
      Note, the Loan Agreement or any other Loan Documents, as amended hereby;

             7.7    Pending  Litigation.   There   are  no   actions,  suits  or
      proceedings pending or to Borrower's actual knowledge,  threatened against
      or affecting  the Borrower or the  Property,  or involving the validity or
      enforceability  of any of the Loan  Documents  or the priority of the lien
      thereof, at law or in equity, or before any governmental or administrative
      agency; and

             7.8 Leases. It has previously delivered to the Lender copies of all
      Leases for the Property in its possession.  To Borrower's  knowledge,  the
      Leases are in full force and effect.  Borrower has not received any notice
      from any tenant indicating that Borrower is in default under the terms and
      conditions of the Leases (which default remains  uncured) and Borrower has
      not sent notice of default to any tenant under the terms and conditions of
      the Leases.

             Whenever  reference  is made herein to the  knowledge of  Borrower,
      reference is made only to the actual  knowledge of the individual  signing
      hereto on behalf of Borrower.

                                       13

<PAGE>


                                  ARTICLE VIII

                    REPRESENTATIONS AND WARRANTIES OF LENDER

      8.     Lender's  Representations; Warranties.  The  Lender represents  and
warrants to the Borrower as follows:

             8.1    Existence.  The  Lender  is a limited  partnership, properly
      organized,  validly  existing and in good  standing  under the laws of the
      State of Delaware.  The persons executing this  Modification  Agreement on
      behalf of the Lender are fully authorized to execute,  deliver and perform
      the terms of this Modification Agreement on behalf of the Lender;

             8.2    Lender  Authority.   The  execution   of  this  Modification
      Agreement by the Lender, and the performance by the Lender of the Lender's
      obligations  hereunder,  does not  require  the consent or approval of any
      third party; neither this Modification  Agreement nor anything provided to
      be done hereunder (including,  without implied limitation, the transfer of
      the  Property  to the  Lender)  violates  or will  violate  any  contract,
      document, understanding,  agreement or instrument to which the Lender is a
      party or by which the Lender might be bound; and

             8.3    Binding Effect.  This Modification Agreement constitutes the
      legal and binding  obligation of the Lender enforceable in accordance with
      its terms, except as limited by bankruptcy, insolvency, general principles
      of equity or other laws of general application relating to the enforcement
      of creditors' rights.

                                   ARTICLE IX

                              BORROWER OBLIGATIONS

      9.  Borrower  Agreements.  The  Borrower  agrees to perform or cause to be
performed the following  agreements for a period up to and including the Closing
Date:

             9.1    Covenant  to Cooperate.  The  Borrower  agrees  to  use  its
      reasonable efforts to cooperate in all material respects with the Managing
      Agent in the operation of the Property.

             9.2    Leases; Contracts.   After  the  date of  this  Modification
      Agreement,  the  Borrower  will not enter  into any new  Lease or  Service
      Contract  or amend,  modify or  terminate  any  existing  Lease or Service
      Contract,  if any,  without the prior written  consent of the Lender which
      consent shall not be unreasonably withheld or delayed.

             9.3    Information Releases.  The  Borrower will not issue or cause
      to be issued any announcement, press release or other statement concerning
      this  Modification  Agreement or the possible  transfer of the Property to
      the persons employed at the Property,  tenants of the Property,  the press
      or the general  public  without the prior written  approval of the Lender,
      except for the  Borrower's  limited  partners and  Securities and Exchange
      Commission  ("SEC")  reporting  requirements  which the Borrower agrees to

                                       14

<PAGE>



      submit  to  Lender  at least  five (5) days  prior to its  filing  of such
      reports for its review and  comment,  if any,  provided,  however,  absent
      manifest error, Lender will not comment on such SEC documents.

             9.4    Cooperation and Further  Assurance.  After the Closing Date,
      the Borrower will assist the Lender in an orderly transfer of the Property
      so  that  the  change  of  ownership  can  be  accomplished  with  minimum
      interference to the efficient operation of the Property.  At any time from
      time to time, the Borrower shall execute any and all documents  reasonably
      requested  by the  Lender  to carry out the  intent  of this  Modification
      Agreement,  including endorsement (without recourse) of any check or other
      instrument   rightfully  belonging  or  to  be  delivered  to  the  Lender
      hereunder; provided the same shall be at no material cost to Borrower.

             9.5    Voluntary  Agreement.  The  Borrower  acknowledges  that the
      Borrower is  represented  by legal counsel of the  Borrower's  choice,  is
      fully aware of the terms contained in this Modification  Agreement and has
      voluntarily  and without  coercion or duress of any kind entered into this
      Modification  Agreement and the documents executed in connection with this
      Modification Agreement.

             9.6    Absolute  Conveyance.   The  Borrower  agrees  that: (a) the
      conveyance  of the  Property  to the  Lender,  if and when the same occurs
      pursuant to the terms of this Modification Agreement,  will be an absolute
      conveyance of all the Borrower's  right,  title and interest in and to the
      Property in fact as well as in form subject only to the Loan Documents and
      other  exceptions set forth in the Deed; (b) the Deed, Bill of Sale, Lease
      Assignment  and  other  conveyance  documents  are  not  intended  to be a
      mortgage,  trust conveyance,  deed of trust or security  instrument of any
      kind; (c) the  consideration  for such conveyance is exactly as recited in
      this Modification Agreement;  and (d) after the Closing Date, the Borrower
      will have no further interest  (including  rights of redemption) or claims
      in, to or against the Property or to the proceeds or profits that might be
      derived therefrom, except as expressly set forth in Section 6.4 herein.

             9.7    Indemnification.  The  Borrower agrees to indemnify and hold
      the Lender  harmless  from and  against any and all  liabilities,  claims,
      demands,  losses, damages, costs and expenses (including,  without implied
      limitation,  reasonable attorneys, fees and litigation expenses),  actions
      or causes of  action,  arising  out of or  relating  to any  breach of any
      covenant  or  agreement  or  the   incorrectness   or  inaccuracy  of  any
      representation and warranty of the Borrower contained in this Modification
      Agreement or contained  in any other  document  delivered to the Lender by
      the Borrower. The foregoing indemnity shall terminate on the Closing Date.

                                    ARTICLE X

                   COVENANT NOT TO SUE; CONDITIONS SUBSEQUENT

      10.    Covenant Not to Sue.  Subject  to the  provisions set forth in this
Modification  Agreement,  Lender  agrees  to  accept  conveyance  (or  cause its
designee to accept the conveyance) of the Property on the Closing Date (if any),
and Lender  hereby  covenants  not to sue Borrower for  principal or interest or
other  sums due under  the Note,  which  covenant  not to sue will be  effective

                                       15

<PAGE>


provided  Borrower does not become the subject of any bankruptcy  proceedings on
or before one (1) year from the date the Lender  obtains  title to the Property,
and has not perpetrated any fraud upon Lender.  Notwithstanding  any implication
to the contrary,  nothing contained in this Modification  Agreement  modifies or
impairs the  non-recourse  provisions of the Loan Documents,  including  without
limitation,  Section 4 of the Note,  Section 64 of the Deed of Trust and Section
13.15 of this  Modification  Agreement  (except  as set  forth  in such  Section
13.15).  The Release to be delivered by the Lender in accordance  with Section 2
of this Modification Agreement will be void ab initio and will be of no force or
effect  if any one or more  of the  events  described  in this  paragraph  or in
Sections  10.1  through  10.3  of this  Modification  Agreement  occurs.  On the
occurrence  of such  event,  the  Lender  will  have the  right to  unilaterally
reinstate the  obligations of the Borrower under the Loan Documents and abrogate
the Release by service of written  notice to the  Borrower.  On the  exercise of
such right by the Lender,  the Lender  will be  entitled to exercise  all of the
Lender's  rights and  remedies  under the Loan  Documents,  at law or in equity,
subject to the provisions of the Loan Documents.  The conditions  subsequent are
as follows:

             10.1   Litigation.   The  Borrower  or any  person  claiming by  or
      through the Borrower ever commences,  joins in, assists,  cooperates in or
      participates  as an adverse  party or as an adverse  witness  (subject  to
      compulsory  legal process which  requires  testimony) in any suit or other
      proceeding  against  the Lender or any  person  named by the Lender in the
      Release (a "Released Lender Party") relating to the Indebtedness, the Loan
      Documents,  this Modification Agreement, the Property or the conveyance of
      the Property by the Borrower to the Lender, other than an action commenced
      by Borrower pursuant to Section 2.2.1(i) herein; or

             10.2   Avoidance.  The Deed, Bill  of Sale  or any  other  document
      evidencing a conveyance  of any part of the Property to the Lender is ever
      rendered  void or  rescinded by operation of law, or by order of any state
      or federal court of competent  jurisdiction  by reason of an order arising
      out of any  claim or  proceeding  initiated  or  commenced  in  favor  of,
      against,  on behalf of, or in concert with,  directly or  indirectly,  the
      Borrower or any person claiming by or through the Borrower; or

             10.3   No Release. The release of any Released Lender Party is ever
      rendered void, rescinded or adjudicated  unenforceable by operation of law
      or by order of any state or federal  court of competent  jurisdiction,  by
      reason of an order  arising out of any claim or  proceeding  initiated  or
      commenced in favor of, against, on behalf of, or in concert with, directly
      or  indirectly,  the  Borrower  or any person  claiming  by or through the
      Borrower.

                                   ARTICLE XI

                                CONSENT TO RELIEF

      11.    Consent to Relief.  As a material inducement to the Lender to enter
into this Modification Agreement, the Borrower hereby covenants and agrees that,
in consideration of the recitals, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby  acknowledged,  in the event the
Borrower (by its own action,  or the action of any of its partners) shall, on or
before  the date on which the  Indebtedness  evidenced  and  secured by the Loan
Documents  is paid in full,  (i) file  with any  bankruptcy  court of  competent
jurisdiction  or be the subject of any petition under Title 11 of the U.S. Code,
as amended, (ii) be the subject of any order

                                       16

<PAGE>

for relief issued under such Title 11 of the U.S.  Code, as amended,  (iii) file
or be the  subject of any  petition  seeking  any  reorganization,  arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future federal or sate act or law relating to bankruptcy, insolvency,
or other relief from debtors,  (iv) have sought or consented to or acquiesced in
the appointment of any trustee, receiver, conservator, or liquidator, (v) be the
subject  of any order,  judgment  or decree  entered  by any court of  competent
jurisdiction   approving   a  petition   filed   against   such  party  for  any
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution,  or similar relief under any present or future federal or state act
or law relating to  bankruptcy,  insolvency,  or relief for debtors,  the Lender
shall thereupon be entitled to relief from any automatic stay imposed by Section
362 of Title 11 of the U.S.  Code,  as amended,  or  otherwise  (the  "Automatic
Stay"),  on or  against  the  exercise  of the  rights  and  remedies  otherwise
available to the Lender as provided in the Loan  Documents,  as hereby  amended,
and as otherwise provided by law. Furthermore,  the Borrower has waived and does
hereby waive (i) any and all rights to continue the Automatic Stay in effect and
(ii) any and all rights to oppose proceedings filed by the Lender seeking relief
from the Automatic Stay.

                                   ARTICLE XII

                                    NO MERGER

      12.    No Merger. The parties acknowledge and agree that  notwithstanding
the  Release  contemplated  by  this  Modification  Agreement,  all of the  Loan
Documents  will  remain  in  full  force  and  effect  after  the   transactions
contemplated by this Modification  Agreement have been consummated.  The parties
further  acknowledge  and agree that the interests of the Lender in the Property
created by all of the  conveyances  provided  for herein will not merge with the
interests of the Lender in the Property created by the Loan Documents. It is the
express  intention of each of the parties (and all of the  conveyances  provided
for herein will so recite)  that such  interests  of the Lender in the  Property
will  not  merge,  but be  and  remain  at  all  times  separate  and  distinct,
notwithstanding  any  union  of said  interests  in the  Lender  at any  time by
purchase, termination or otherwise and that the liens held by the Lender against
the Property  created by certain of the Loan  Documents will remain at all times
valid and  continuous  liens against the Property.  The Lender has  specifically
reserved  the  right  to  assert  all  claims  held by the  Lender  against  the
collateral  described in the Loan  Documents from time to time after the Closing
Date  subject,  however,  to the terms of this  Modification  Agreement  and the
Release.

                                  ARTICLE XIII

                                  MISCELLANEOUS

      13.    Miscellaneous. It is further agreed as follows:

             13.1   Time.  Time  is of the  essence  of  each  provision of this
      Modification Agreement.

             13.2   Notices.   Any  notice,  payment, demand   or  communication
      required or  permitted to be given by any  provision of this  Modification
      Agreement  will be in writing,  shall be delivered  by Federal  Express or
      similar overnight courier, by hand or sent by registered or certified mail
      and will be deemed to have been given upon receipt or refusal to

                                       17

<PAGE>



      accept, directed to the following addresses or to such other or additional
      addresses  as any party  might  designate  by written  notice to the other
      party:

To Borrower:
                            c/o Pembroke Companies, Inc.
                            70 East 55th Street
                            New York, New York  10022
                            Attention:  Lawrence J. Cohen
                            Telephone:  (212) 527-9905
                            Telefacsimile:  (212) 350-9911

With a copy to:
                            Proskauer Rose LLP
                            1585 Broadway
                            New York, New York  10036
                            Attention:  Wendy J. Schriber, Esquire
                            Telephone:  (212) 969-3730
                            Telefacsimile:  (212) 969-2900

To Lender:
                            5 Cambridge Center, 9th Floor
                            Cambridge, Massachusetts  02142
                            Attention:  Carolyn Tiffany
                            Telephone:  (617) 234-3000
                            Telefacsimile:  (617) 868-1093

With a copy to:
                            Post & Heymann, LLP
                            100 Jericho Quadrangle, Suite 214
                            Jericho, New York   11753
                            Attention:  William W. Post, Esquire
                            Telephone:  (516) 681-3636
                            Telefacsimile:  (516) 433-2777

             13.3   Brokerage.  The  parties  represent  and warrant each to the
      other that the transactions hereby contemplated are made without liability
      for  any  finder's,   realtor's,   broker's,   agent's  or  other  similar
      commission.  The parties  mutually  agree to indemnify and hold each other
      harmless from claims for commissions  asserted by any party as a result of
      dealings claimed to give rise to such commissions.

             13.4   Entire Agreement.  This  Modification  Agreement constitutes
      the  entire  and final  agreement  between  the  parties  and there are no
      agreements,  understandings,  warranties  or  representations  between the
      parties  except  as  set  forth  herein.   This   Modification   Agreement
      supersedes,  in all respects,  all other prior written or oral  agreements
      between the parties  relating to the subject  matter of this  Modification
      Agreement  and  there are no  agreements,  understandings,  warranties  or
      representations between the Lender and the Borrower except as set forth in
      this  Modification  Agreement  or the  documents  to be  delivered  by the
      parties on the date hereof.

                                       18

<PAGE>


             13.5    Binding Effect.  This  Modification   Agreement  will inure
      to the benefit of and bind the respective successors and permitted assigns
      of the parties.

             13.6   Negation  of  Partnership.   The  relationship  between  the
      Borrower and the Lender is that of debtor and creditor.  Nothing contained
      in this  Modification  Agreement will be deemed to create a partnership or
      joint venture  between the Borrower and the Lender,  or between the Lender
      and any other party, or to cause the Lender to be liable or responsible in
      any  way  for  the  actions,  liabilities,  debts  or  obligations  of the
      Borrower.

             13.7   Severability.    If  any   clause  or   provision  of   this
      Modification   Agreement  is   determined   to  be  illegal,   invalid  or
      unenforceable  under any present or future law by the final  judgment of a
      court  of  competent  jurisdiction,  the  remainder  of this  Modification
      Agreement will not be affected thereby. It is the intention of the parties
      that  if  any  such   provision   is  held  to  be  illegal,   invalid  or
      unenforceable,  there will be added in lieu thereof a provision as similar
      in  terms  to such  provision  as is  possible  and be  legal,  valid  and
      enforceable.

             13.8   Headings.  Paragraphs or  other headings  contained  in this
      Modification  Agreement  are intended  for ease in  reference  and are not
      intended  to affect the  meaning or  interpretation  of this  Modification
      Agreement.

            13.9    Counterpart Execution.  This Modification  Agreement  may be
      executed  in  counterparts,  each of  which  will be  deemed  an  original
      document,  but all of  which  will  constitute  a  single  document.  This
      document  will not be  binding  on or  constitute  evidence  of a contract
      between the parties until such time as a counterpart  of this document has
      been  executed  by each party and a copy  thereof  delivered  to the other
      party to this Modification Agreement.

             13.10  Governing   Law.   This   Modification   Agreement  will  be
      interpreted and construed under the internal laws of the State of New York
      regardless  of the  domicile  of any  party,  and will be deemed  for such
      purposes to have been made, executed and performed in New York County, New
      York. All claims, disputes and other matters in question arising out of or
      relating to this  Modification  Agreement or the breach  thereof,  will be
      decided by  proceedings  instituted  and litigated in a court of competent
      jurisdiction sitting in New York County, New York.

             13.11  Jury Trial  Waiver.  BORROWER  AND LENDER HEREBY WAIVE THEIR
      RESPECTIVE  RIGHTS TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  BASED
      UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS MODIFICATION AGREEMENT AND
      THE BUSINESS  RELATIONSHIP BETWEEN THE PARTIES.  THIS WAIVER IS KNOWINGLY,
      INTENTIONALLY AND VOLUNTARILY MADE BY THE BORROWER AND LENDER AND BORROWER
      AND LENDER  ACKNOWLEDGE THAT NEITHER PARTY NOR ANY PERSON ACTING ON BEHALF
      OF BORROWER OR LENDER,  RESPECTIVELY HAVE MADE ANY REPRESENTATIONS OF FACT
      TO THE  OTHER TO  INCLUDE  THIS  WAIVER  OF TRIAL BY JURY OR HAS TAKEN ANY
      ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER
      EACH ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO ENTER INTO
      THIS

                                       19

<PAGE>


      TRANSACTION, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING
      INTO THIS MODIFICATION  AGREEMENT AND THE OTHER RELATED DOCUMENTS AND THAT
      EACH PARTY WILL  CONTINUE TO RELY ON THIS WAIVER IN THEIR  RELATED  FUTURE
      DEALINGS.  BORROWER  AND LENDER  FURTHER  ACKNOWLEDGE  THAT THEY HAVE BEEN
      REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING
      OF THIS  MODIFICATION  AGREEMENT AND THE OTHER  RELATED  DOCUMENTS AND THE
      MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

             13.12  Enforcement.  In the event any party hereto fails to perform
      any of its obligations under this Modification Agreement or in the event a
      dispute arises  concerning the meaning or  interpretation of any provision
      of this  Modification  Agreement,  the  defaulting  party or the party not
      prevailing  in  such  dispute  (as  determined  by a  court  of  competent
      jurisdiction),  as the  case  may be,  shall  pay any  and all  costs  and
      expenses  incurred by the other party in  enforcing  or  establishing  its
      rights hereunder, including without limitation, court costs and reasonable
      attorneys' fees.

             13.13  Survival. All representations and warranties of the Borrower
      and  the  Lender  contained  in  this  Modification  Agreement  and in the
      documents  to be delivered by the Borrower on the date hereof will survive
      the Closing  Date,  the closing of the  transfer of the  Property  and the
      other  transactions  contemplated  by this  Modification  Agreement  for a
      period of one (1) year after the Closing Date.

             13.14  Amendment.  Neither  this  Modification Agreement nor any of
      the provisions  hereof can be changed,  waived,  discharged or terminated,
      except by an  instrument  in  writing  signed by the  party  against  whom
      enforcement of the change, waiver, discharge or termination is sought.

             13.15  Exculpation.   Notwithstanding   anything  to  the  contrary
      contained herein, this Modification Agreement and all other agreements and
      instruments  contemplated  hereby  (other than the  Unconditional  Limited
      Guaranty) are subject to the provisions of the Loan Documents limiting the
      personal  liability of the Borrower or the partners  (limited and general)
      in  the  Borrower  and  their  legal   representatives,   heirs,  estates,
      successors  or  assigns of any such  partners  and any  partner,  officer,
      director,  shareholder  or  employee  of any such  partner  and any  other
      principal of the  Borrower,  disclosed  or  undisclosed  (the  "Exculpated
      Parties") and providing  that no deficiency or other money  judgment shall
      be taken or entered  against the Exculpated  Parties , all as set forth in
      the  Section  64 of the Deed of Trust,  which  provisions  are made a part
      hereof as though set forth at length  herein to the same extent as if this
      Modification  Agreement and all such other agreements and instruments were
      one of the "Other Security  Documents"  referenced therein. In furtherance
      of the  foregoing,  Lender  hereby  acknowledges  that  it  shall  have no
      recourse to any cash generated  from the Property  allocable to the period
      prior to March 1, 2001 and, so long as Borrower is in compliance  with its
      obligations under this Modification  Agreement,  the Expense  Distribution
      (notwithstanding  whether such cash proceeds have been  distributed to its
      partners or not). Furthermore,  in no event shall Lender have any recourse
      to  the  Pembroke   Companies,   Inc.,  or  its  officers,   directors  or
      shareholders.

                                       20

<PAGE>


      EXECUTED on the dates hereafter specified,  effective as of the date first
above written.

                                       BORROWER:

                                       HIGH CASH PARTNERS, L.P.

                                       By:  Pembroke HCP, LLC,
                                            as managing general partner

WITNESS:                                    By:  Pembroke Companies, Inc.,
                                                 managing member

                                                 By:
---------------------------                           ----------------------
                                                      Name:
                                                      Title:


                                       LENDER:

                                       RESOURCES ACCRUED MORTGAGE
WITNESS:                               INVESTORS 2 L.P.,
                                       a Delaware limited partnership

                                       By:  RAM Funding, Inc.,
                                            Its managing general partner

                                            By:
---------------------------                      -------------------------------
                                            Its: ----------------------President

                                       21

<PAGE>


                                    EXHIBIT A

                           Form of Agreement for Deed
                           --------------------------

                                       22



<PAGE>


                               AGREEMENT FOR DEED

      THIS  AGREEMENT  FOR DEED,  made and  entered  into as of this 21st day of
December,  2000,  by and among  HIGH CASH  PARTNERS,  L.P.  a  Delaware  limited
partnership (the  "Borrower"),  RESOURCES  ACCRUED  MORTGAGE  INVESTOR 2 L.P., a
Delaware limited partnership (the "Lender") and POST & HEYMANN,  LLP, a New York
limited  liability  partnership  (the "Escrow  Agent").  Capitalized  terms used
herein and not  otherwise  defined  shall have the meanings  ascribed to them in
that certain Modification Agreement (the "Modification  Agreement") by and among
the Borrower and the Lender dated as of the date hereof.

                           W I T N E S S E T H:       That,
                                                      ----

      WHEREAS,  the  Borrower  owns  certain  real  property,  improvements  and
personal  property which is commonly known as Sierra  Marketplace and located at
South Virginia Street and East Moana Lane, Reno, Nevada (the "Property").

      WHEREAS,  the Property is  encumbered  by a mortgage  loan (the "Loan") as
evidenced by a Deed of Trust,  Assignment of Rents,  Fixture Filing and Security
Agreement  among the Borrower,  as trustor,  First  Commercial  Title,  Inc., as
trustee and the Lender,  as beneficiary dated February 10, 1989, and recorded on
February  13,  1989,  in Book 2866,  Page 42, as Document  No.  1304601,  in the
Official  Records  of  Washoe  County,  Nevada  (the  "Deed  of  Trust")  and an
Assignment  of Leases and Rents given by  Borrower in favor of the Lender  dated
February 10, 1989, and recorded on February 13, 1989, in Book 2866,  Page 88, as
Document  No.  1304602,  in the Deed  Records  of  Washoe  County,  Nevada  (the
"Assignment").  The Deed of Trust and Assignment secure that certain  Registered
Note dated February 10, 1989 in the original principal amount of $6,500,000 made
by the Borrower  and given to the Lender (the  "Note").  The original  principal
amount of the Note, together will all accrued and unpaid interest, late charges,
default  interest,  attorneys  fees and other costs and expenses due and payable
under the Note and Loan  Documents is referred to herein as the  "Indebtedness".
The Note, Deed of Trust,  Assignment and other documents evidencing and securing
the Indebtedness are hereinafter referred to as the "Loan Documents".

      WHEREAS,  the Maturity Date of the Loan is February 28, 2001, and Borrower
has requested  Lender,  and Lender has agreed, to forbear in the exercise of its
rights  and  remedies  under  the Loan  Documents  in the  event the Loan is not
satisfied  in  full on or  prior  to the  Maturity  Date,  upon  the  terms  and
conditions set forth in the Modification Agreement.

      WHEREAS,  the  parties  hereto  desire  to  enter  into a  written  escrow
agreement  outlining the actions to be taken in connection  with the delivery of
the  Conveyance  Documents  into  and  out  of  escrow  as  contemplated  by the
Modification Agreement.

      NOW, THEREFORE,  for and in consideration of the agreements and the mutual
covenants set forth herein, and the sum of TEN DOLLARS ($10.00),  and other good
and  valuable   consideration,   the  receipt  and   sufficiency  of  is  hereby
acknowledged, the parties

                                       23

<PAGE>


hereto, intending to be legally bound, hereby agree as follows:

      1.     Acknowledgement of Receipt.  Escrow Agent does  hereby  acknowledge
receipt of: (i) the Grant Deed executed by the Borrower,  in recordable form, to
be dated on the day on which the conveyance  shall occur in accordance  with the
terms  and  conditions  of the  Modification  Agreement  (the  "Closing  Date"),
conveying the Property from the Borrower to the Lender, (ii) the Bill of Sale to
be  dated  as of the  Closing  Date  executed  by  the  Borrower  conveying  the
Personality from the Borrower to the Lender,  (ii) the Lease  Assignment,  to be
dated as of the Closing Date  executed by Borrower  assigning  the Leases to the
Lender, (iv) an Owner's Affidavit given by Borrower, (v) a FIRPTA Affidavit, and
(vi) a State of Nevada  Transfer Tax  Declaration  to be dated as of the Closing
Date (and Lender agrees to pay the taxes and fees, if any,  imposed upon or as a
result of such  conveyance  (and Lender hereby  agrees to indemnify,  defend and
hold harmless Borrower from and against any and all claims and demands,  losses,
damages, costs and expenses,  including reasonable attorney fees, arising out of
the  payment  or  nonpayment  of  all  such  taxes  and  fees))  (the  foregoing
hereinafter collectively referred to as the "Conveyance Documents");  and Escrow
Agent hereby agrees to hold and distribute  the Escrow  Documents with a $250.00
fee received from the Lender for the purpose of recording  the Escrow  Documents
(the "Funds") pursuant to the terms hereof.

      2.     Conditions  and  Actions.   At  such  time as  a  Release Event has
occurred  and the Lender or Borrower  has  notified  Escrow Agent (and Lender or
Borrower as the  circumstances  may  require) of such event in  accordance  with
Article IV of the Modification Agreement,  Escrow Agent shall take the following
actions on the Closing Date:

             2.1    (i)    fill in the  Closing Date in  all places required  in
the Conveyance Documents, (ii) record the executed original of the Grant Deed in
the real  property  records  of Washoe  County,  Nevada  and (iii)  deliver  the
original Bill of Sale and Lease Assignment to Lender;

             2.2    disburse the Funds in payment of the recording fees relating
to the Grant Deed;

             2.3    deliver photocopies of the other Conveyance Documents to the
Lender and photocopies of all Conveyance Documents to Borrower; and

             2.4    Upon  receipt  of a  file marked copy of the recorded  Grant
Deed,  deliver  copies of all the  Conveyance  Documents  to the  Lender and the
Borrower.

      3.     Liability.  In performing any of its duties hereunder, Escrow Agent
shall not incur any  liability to anyone for any damages,  losses,  or expenses,
except for its gross  negligence,  willful  default  or breach of trust,  and it
shall  accordingly  not incur any such liability with respect to: (i) any action
taken or  omitted  in good faith  upon  advice of its legal  counsel  given with
respect to any questions relating to the duties and  responsibilities  of Escrow
Agent under this Agreement, or (ii) any action taken or omitted in reliance upon
any instrument, including any written notice or instruction provided for in this
Agreement,  not

                                       24

<PAGE>


only  as to  its  due  execution  and  the  validity  and  effectiveness  of its
provisions,  but also as to the truth and accuracy of any information  contained
therein,  which Escrow Agent shall in good faith believe to be genuine,  to have
been signed or presented by a proper person or persons,  and to conform with the
provisions of this Agreement.

      4.     Discharge of Duties.  Notwithstanding the provisions hereof, in the
event of a dispute  between the Borrower and the Lender  sufficient  in the sole
discretion  of Escrow Agent to justify its doing so,  Escrow Agent shall then be
entitled  at any time to tender  into the  registry  or  custody of any court of
competent jurisdiction the Escrow Documents,  together with such legal pleadings
as it may deem appropriate,  and thereupon be discharged from all further duties
and liabilities  under this  Agreement.  Any such legal action may be brought in
such court as Escrow Agent shall determine to have jurisdiction thereof.  Escrow
Agent shall be indemnified,  saved and held harmless by the non-prevailing party
in any such dispute (as determined by a court of competent jurisdiction) for all
of its expenses,  costs and  reasonable  attorneys'  fees incurred in connection
with said legal action.

      5.     Judicial, Non-Judicial or Administrative Action. If Escrow Agent is
made a party to any judicial,  non-judicial or administrative action, hearing or
process  based  on  acts  of any of the  other  parties  hereto  and  not on any
malfeasance or negligence of Escrow Agent in performing its duties hereunder and
which  seeks  to  recover  or  direct  distribution  or  release  of the  Escrow
Documents, the expenses, costs and reasonable attorneys' fees incurred by Escrow
Agent in  responding  to such  action,  hearing or process  shall be paid by the
non-prevailing  party in any such dispute (as determined by a court of competent
jurisdiction)  and such party or parties  hereby  indemnify,  and shall save and
hold Escrow Agent harmless from said expenses, costs and fees so incurred.

      6.     Representations and Warranties of the Borrower.

             6.1.   The Borrower hereby acknowledges and agrees that, until such
time as the Closing Date shall occur,  all  liabilities  and  obligations of the
Borrower to the Lender under the Loan Documents, as modified by the Modification
Agreement,  shall  remain in full force and effect,  and shall not be  released,
impaired,  diminished or in any other way modified or amended as a result of the
execution and delivery of this Agreement or by the  agreements and  undertakings
of the parties contained herein.

             6.2.   The Borrower  hereby acknowledges and agrees that, effective
upon the  delivery  of the Grant Deed,  the  conveyance  of the  Property to the
Lender shall be an absolute conveyance of all of the Borrower's right, title and
interest in and to the Property and is not now intended to be, nor shall it ever
be, construed as being a deed of trust,  mortgage,  trust  conveyance,  or other
security  agreement  of any nature  whatsoever,  and that  neither  Borrower nor
anyone  claiming  by,  through  or under the  Borrower  shall  have any  further
interest (including specifically,  but without implied limitation, any rights of
redemption) or claims in and to the Property or to the rents,  issues or profits
and other proceeds that may be derived therefrom,  of any kind whatsoever.  Upon
the delivery of the Grant Deed, the Borrower shall not retain, nor be given, any
right to occupy, redeem, encumber or purchase the Property.

                                       25

<PAGE>


             6.3.   Immediately  following  the   delivery  of  the  Grant  Deed
pursuant to the terms of this Agreement, the Borrower will deliver possession of
the Property to the Lender.

             6.4.   This Agreement and the Conveyance Documents were reviewed by
the general partner of the Borrower,  who  acknowledges  and agrees that it: (i)
understands  fully the terms of this Agreement and the Conveyance  Documents and
the  consequences of the issuance hereof and thereof;  (ii) has been afforded an
opportunity to have this Agreement and the Conveyance  Documents reviewed by its
attorneys  and to  discuss  all such  documents  with such  attorneys  and other
consultants  as it may wish;  and  (iii) has  entered  into this  Agreement  and
executed and issued the Conveyance Documents of its own free will and accord and
without threat or duress.

             6.5.   The  Borrower shall execute  and  deliver  to the  Lender at
Lender's  expense such other  documents and instruments and perform such further
acts as  reasonably  requested  by the  Lender to  effectuate  the  transactions
contemplated  hereby provided the same do not result in any material  additional
liability  to  Borrower,  including  without  limitation,   obtaining  necessary
consents to an assignment of any permits and licenses relating to the Property.

      7.     Notice.   Wherever  any notice is required or permitted  hereunder,
such  notice  shall be in  writing  and  shall be  delivered  by hand or sent by
registered or certified mail, return receipt  requested,  or national  overnight
delivery  service to the addresses  set out below or at such other  addresses as
are specified by written notice delivered in accordance herewith:

To Borrower:
                                c/o Pembroke Companies, Inc.
                                70 East 55th Street
                                New York, New York  10022
                                Attention:  Lawrence J. Cohen
                                Telephone:  (212) 527-9905
                                Telefacsimile:  (212) 350-9911

With a copy to:
                                Proskauer Rose LLP
                                1585 Broadway
                                New York, New York  10036
                                Attention:  Wendy J. Schriber, Esquire
                                Telephone:  (212) 969-3730
                                Telefacsimile:  (212) 969-2900


                                       26


<PAGE>


To Lender:
                                5 Cambridge Center, 9th Floor
                                Cambridge, Massachusetts  02142
                                Attention:  Carolyn Tiffany
                                Telephone:  (617) 234-3000
                                Telefacsimile:  (617) 868-1093

To Escrow Agent:
                                Post & Heymann, LLP
                                100 Jericho Quadrangle, Suite 214
                                Jericho, New York   11753
                                Attention:  William W. Post, Esquire
                                Telephone:  (516) 681-3636
                                Telefacsimile:  (516) 433-2777

Notice mailed as hereinabove  provided shall be deemed  received by the party to
whom it is addressed  upon delivery when  delivered by hand or upon receipt when
mailed  or sent by next day  overnight  delivery  service  as set  forth  above.
Refusal to accept  delivery or inability to deliver  because of changed  address
shall be deemed receipt. A notice given by an attorney on behalf of either party
shall be deemed to be proper notice.

      8.     Brokerage Commissions.  Each party represents  to the other that no
broker has been  involved in this  transaction.  It is agreed that if any claims
for  brokerage  commissions  or fees are ever made  against the  Borrower or the
Lender in connection with this transaction, all such claims shall be handled and
paid by the party whose  actions or alleged  commitments  form the basis of such
claim,  and the party  against whom the claim is made shall  indemnify  and hold
harmless  the  others  from and  against  any and all such  claims  or  demands,
including without  limitation,  reasonable  attorneys' fees, with respect to any
brokerage  fees or agents'  commissions  or other  compensation  asserted by any
person, firm or corporation in connection with the Agreement or the transactions
contemplated hereby.

      9.     Binding Effect.  This  Agreement  shall  be  binding upon and shall
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
executors, administrators, personal representatives, successors and assigns. Any
and all rights  granted to any of the parties  hereto may be  exercised by their
agents or personal representatives.

      10.    Time is of  the Essence.  Time is of the essence of this Agreement.

      11.    No Merger. There shall be no merger of the estate, interest, title,
and lien of the  Lender  in and to the  Property  created  and  arising  by this
Agreement,  or by the  delivery by the  Borrower of the Grant Deed or any of the
other Conveyance  Documents into escrow,  with any other interests or claims the
Lender, or any affiliate or subsidiary of the Lender,  has or may have in and to
the  Property  by reason of the fact that the  Lender or any such  affiliate  or
subsidiary may own or hold (a) the estate,  interest,  title and lien created by
any other  mortgage,  deed to secure debt, deed of trust, or other real property
security interest,  including, without limitation, any interest created by those
documents listed in recitals hereinabove,  or (b) the fee estate in the Property
or any  interest in such fee estate; and no

                                       27

<PAGE>

merger shall occur unless and until the Lender shall execute a written statement
or instrument effecting such merger and shall duly record the same.

      12.    Governing  Law.  This  Agreement  is  governed  by  and  is  to  be
construed under the laws of the State of New York.

      13.    Amendments.  This  Agreement  may  be  amended  only  by  a written
instrument executed by all of the parties hereto.

      14.    Payment In Full.  Upon the  Lender's  receipt of payment in full of
the Loan, the Lender will promptly  deliver this Agreement to the Borrower,  and
instruct  Escrow  Agent to deliver the  Conveyance  Documents  to the  Borrower;
provided,  however,  in the event there is then pending a bankruptcy  proceeding
filed by or against the Borrower,  then the Lender shall deliver this  Agreement
and instruct the Escrow Agent to deliver the Conveyance Documents to Borrower 95
days after dismissal or conclusion of such bankruptcy case.

      15.    Termination.   This  Agreement  shall  terminate ( the "Termination
Date") upon the earlier to occur of: (i) the completion of the actions of Escrow
Agent under Section 2 hereof, or (ii) 12:00 noon, New York time on July 1, 2003,
unless there is then pending a  bankruptcy  proceeding  filed by or on behalf of
the Borrower in which event this  Agreement  shall be  terminated  95 days after
dismissal or conclusion of such bankruptcy case. At such time, if the Conveyance
Documents  have not been  previously  delivered  to Lender,  Escrow  Agent shall
deliver the  Conveyance  Documents  to the Borrower and deliver the Funds to the
Lender.  Notwithstanding  anything  contained in this paragraph to the contrary,
this Agreement shall remain in full force and effect if on the Termination  Date
there is pending any litigation between the parties regarding the subject matter
of this Agreement.

      16.    Counterparts.  This  Agreement may  be executed  in any  number  of
counterparts,  each of which, when executed and delivered, shall be an original,
but all of which shall together constitute one and the same instrument,  and the
several signature pages may be collected and annexed to one or more counterparts
to form a complete counterpart.

             [The remainder of this page left intentionally blank.]


                                       28


<PAGE>


      IN WITNESS WHEREOF,  each of the parties hereto has signed and sealed this
Agreement as of the date and year first above written.


                                      BORROWER:

                                      HIGH CASH PARTNERS, L.P.,
                                      a Delaware limited partnership

                                      By:  Pembroke HCP, LLC,
                                           as managing general partner

                                           By:  Pembroke Companies, Inc.,
                                                managing member

                                                By:
                                                     ---------------------------
                                                     Name:
                                                     Title:



                                      LENDER:

                                      RESOURCES ACCRUED MORTGAGE
                                      INVESTORS 2 L.P.,
                                      a Delaware limited partnership

                                      By:  RAM Funding, Inc.,
                                           Its managing general partner

                                           By:
                                                --------------------------------
                                           Its: ---------------------- President




                                      ESCROW AGENT:

                                      POST & HEYMANN, LLP

                                      By:
                                           --------------------------------
                                           A Partner

                                       29


<PAGE>



                                    EXHIBIT B


                          Form of Management Agreement


                                       30


<PAGE>



                              MANAGEMENT AGREEMENT

      AGREEMENT,  made as of the 2nd day of January,  2001,  by and between HIGH
CASH PARTNERS,  L.P., a Delaware  limited  partnership  ("Owner"),  with offices
located at c/o Pembroke  Companies,  Inc., 70 East 55th Street,  7th Floor,  New
York, NY 10022, and KESTREL  MANAGEMENT LP, a Delaware limited  partnership (the
"Managing  Agent"),  with offices located at Five Cambridge  Center,  9th Floor,
Cambridge, Massachusetts 02142.

                              W I T N E S S E T H:

      WHEREAS, Owner owns the land and buildings known as the Sierra Marketplace
located on the southeast  corner of South  Virginia  Street and Mona Lane in the
City of Reno,  Washoe  County,  Nevada  (collectively  referred to herein as the
"Project") and

      WHEREAS,  the Managing Agent and its  managerial  personnel and affiliates
are experienced in managing and operating first class commercial space; and

      WHEREAS,  the Owner  desires to retain the  Managing  Agent to operate and
manage the Project on behalf of the Owner,  and the Managing Agent desires to be
so retained,  all in accordance  with the terms and conditions set forth in this
Agreement.

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
herein contained, the Owner and the Managing Agent hereby agree as follows:

             1.     Retention  of  the  Managing  Agent.  Pursuant  to the terms
provided herein and subject to the limitations and conditions  herein set forth,
the Owner  hereby  appoints the Managing  Agent,  and the Managing  Agent hereby
accepts the appointment, as the managing and operating agent of the Project with
authority to manage the  day-to-day  operations  of the Project on behalf of the
Owner.

             2.     Performance  of  Services and  Payment Therefor.  During the
term of this Agreement, on behalf of the Owner, the Managing Agent shall perform
the services  described in this  Agreement  and pay all expenses  required to be
paid in connection therewith,  all of which shall, if reasonable,  and except as
otherwise  specifically provided herein, be paid from "Gross Proceeds" and be an
"Expense" (both as defined in Section 4(b)(xii)); provided, however, that to the
extent  funds are not  available  either from Gross  Proceeds or the Owner,  the
Managing Agent shall not be obligated to pay said Expenses.

             3.     Term.  The  rights  and  obligations  of  the Managing Agent
hereunder  shall  commence on the date hereof and shall  continue  unless sooner
terminated as hereinafter provided, on March 1, 2003 (the "Expiration Date").

             4.     The Managing Agent's Duties.

             (a)    Except as otherwise directed from time to time by the Owner,
the  Managing  Agent  (1) shall  perform  or cause to be  performed,  all of the
Owner's obligations

                                       31

<PAGE>

as  landlord  (sometimes  referred  to  herein  as  "Landlord")  to the  tenants
("Tenant" or "Tenants")  under the space leases for the Project  ("Space Lease")
that are capable of being  performed by persons  other than the Landlord and (2)
shall not perform or cause to be  performed  any act, the  performance  of which
would cause a default  under a Space  Lease or would  permit a Tenant to validly
claim a reduction in rent, a termination  of its Space Lease or any other remedy
under its Space Lease.  The obligations of the Managing Agent hereunder shall be
limited by the availability of funds with which to perform such obligations, and
the Managing  Agent shall have no  obligation to advance funds or to perform any
act or obligation if sufficient funds are not available for such purposes.

             (b)    In  pursuance, but  without limiting the  generality  of the
foregoing, on behalf of the Owner, the Managing Agent shall, except as otherwise
directed from time to time by the Owner, perform the following services:

                    (i)    Operate  the   Project  in a  first-class  manner and
shall  undertake to provide such  services as are then  customarily  provided by
operators  of similar  type  projects of  comparable  class and  standing to the
Project in the same market area;

                    (ii)   Apply  sound  administrative,  accounting, budgeting,
operational, sales, advertising, personnel and purchasing policies and practices
in such a manner as will maximize the revenues,  profitability  and value of the
Project consistent with the terms and conditions of this Agreement;

                    (iii)  Use its reasonable  efforts to obtain the  compliance
of Tenants  with  regard to their  obligations  under their  Space  Leases.  The
Managing Agent shall not have the right,  on behalf of the Owner,  to enter into
new Space Leases or to cancel,  renew, extend or amend any existing or new Space
Lease,  without,  in each case, the prior written approval of the Owner.  Unless
otherwise  specifically  directed  by the Owner,  all Space  Leases  shall be in
accordance  with the  leasing  standards  then in effect and be on the  approved
Owner's  standard lease form or Managing  Agent's form if approved in writing by
the Owner. All such leases and/or lease  modifications  shall be executed by the
Owner;

                    (iv)   Diligently    review   all   leases,  subleases   and
assignments  of leases for space in the Project by a Tenant  occupying  space in
the  Project or a  prospective  tenant and submit the same to Owner for  review,
approval and execution;

                    (v)    Upon  the request of the Owner, provide copies of all
Space Leases,  subleases and assignments  then in effect and/or shall deliver to
the Owner,  and to any persons  designated by the Owner,  a schedule of all then
existing Space Leases, which schedule shall provide such information  concerning
such Space Leases and the Tenants as the Owner shall reasonably request;

                    (vi)   Supervise  and be solely responsible for the  hiring,
directing, promoting,  discharging and the work of (1) all personnel located on-
site and performing  managerial and supervisory services in or about the Project
and (2) all personnel  performing  on-site  operating  and service  functions in
connection  with the  Project  (the  personnel  described  in (1) and (2) above,
collectively  referred  to herein as  "Project  Employees").  All

                                       32

<PAGE>


of the Project  Employees  shall be employees of the Managing  Agent.  The Owner
reserves  the  right  to  approve  in  its  reasonable  discretion  all  Project
Employees,  if so desired.  The total aggregate  compensation,  including fringe
benefits and severance  obligations,  payable with respect to Project  Employees
shall  constitute  an  Expense  of the  Project  and  shall be paid  from  Gross
Proceeds.  The  Managing  Agent  shall  prepare  the  payroll  for  all  Project
Employees,  and shall pay all  wages,  salaries,  taxes  and  benefits  to or in
respect of all Project  Employees,  all of which shall  constitute an Expense of
the Project.  Commencing March 1, 2001, the Managing Agent may from time to time
assign one or more of its other employees to the Project on a temporary basis to
function  as a  Project  Employee  of  the  Project.  The  reasonable  aggregate
compensation payable to such Project Employees while assigned to the Project and
on Project business shall be an Expense of the Project;

                    (vii)  The Managing Agent shall receive,  consider, evaluate
and keep complete  records with respect to, and, except as specifically  limited
by other provisions of this Agreement,  shall handle,  compromise or settle, the
complaints  of all Tenants or users of any of the services or  facilities of the
Project;  provided,  however, the Managing Agent is not authorized to, and shall
not  compromise  or  settle,  or make any  payment  with  respect  to,  any such
complaint  without the prior  written  consent of the Owner if such  compromise,
settlement or payment:  (a) would, prior to March 1, 2001, reduce Gross Proceeds
or increase  Expenses of the Project,  or (b) could,  on or after March 1, 2001,
not be payable out of Gross Proceeds;

                    (viii) The Managing Agent shall(a)  enter into contracts for
services  furnished to the Project such as electricity,  gas, water,  telephone,
cleaning,  elevator  and  boiler  maintenance,   heating  and  air  conditioning
maintenance  and all other  necessary  utilities  and  services,  (b) enter into
leases for personal  property  necessary for the management and operation of the
Project and (c) purchase all utilities,  services,  material and supplies as are
required to be  rendered  or  supplied  to the  Tenants  pursuant to their Space
Leases or any  common  operating  agreement;  provided,  however,  that,  unless
approved in the Plan, any contract or other  agreement  which exceeds the amount
approved in the Plan or if not  approved in the Plan and requires the payment of
$10,000 or more must have prior written approval of the Owner; provided, further
however,  that the  Managing  Agent  shall not be required to obtain the Owner's
prior  approval  of,  nor its  signature  on,  any such  agreement  which in the
reasonable  determination  of the Managing  Agent results from a condition of an
emergency nature. The Managing Agent shall promptly notify the Owner of any said
emergency and the agreement which was executed without the Owner's approval.

                    Notwithstanding  the foregoing,  the Managing  Agent may not
enter into any such contract or other  agreements  without the prior approval of
the Owner,  which  conflicts  with the limits of liability  provision in Section
9(e) hereof;

                    (ix)   The   Managing   Agent  shall   cause   all   repairs
("Repairs") to be made regardless of the extent or nature of the Repair,  if the
Repair is  necessary  to keep all parts of the Project in good  condition to the
extent the Repair is not  required to be made by the  Tenants  pursuant to their
Space Leases or any common operating agreement.  Unless approved by the Owner or
otherwise  approved in the Plan,  the Managing Agent shall not make or permit to
be made any Repairs to the Project  (except  such  Repairs as may be

                                       33

<PAGE>

required  to  comply  with the  "Legal  Requirements"  (as  defined  in  Section
4(b)(xiv)) or to prevent loss of insurance  described in Section 8(a) hereof) in
a manner that would,  in the Owner's  reasonable  judgment,  impair the value or
utility of the Project,  or that would permit any Tenant to claim a reduction in
rent or other  charges,  a  termination  of its  Space  Lease or claim any other
remedy pursuant to its Space Lease.  Notwithstanding the foregoing, in the event
that the Managing Agent reasonably determines that an emergency condition exists
in or about the Project of a nature that requires  immediate  Repairs to be made
to preserve  and protect the  Project and assure its  continued  operation,  the
Managing  Agent  is  authorized  to  take  all  reasonable  steps  to  make  all
expenditures necessary to repair and correct such emergency conditions,  whether
or not these  emergency  repairs have been provided for in the Plan. All Repairs
shall be expeditiously completed in a good and workmanlike manner in conformance
with plans and specifications,  if any, therefor and shall be in compliance with
all Legal  Requirements  and shall conform to  requirements of all Space Leases,
and any mortgage or agreement  affecting the Project  including the requirements
of all insurance policies affecting the Project;

                    (x) Unless approved in the Plan or otherwise approved by the
Owner,  the Managing  Agent shall not perform,  or permit to be  performed,  any
Landlord preparation work as required by any Space Lease ("Landlord  Preparation
Work"),  and shall not permit any Tenant  improvements  permitted or required by
any Space Lease ("Tenant  Improvements") (except such Tenant Improvements as may
be required to comply with the Legal  Requirements) to be made, in a manner that
would impair the value or utility of the Project or that would permit any Tenant
to claim a reduction in rent or other charges,  a termination of its Space Lease
or claim any other remedy pursuant to its Space Lease;

                    (xi)   If the  replacement and/or  restoration of  fixtures,
equipment and other ordinary Project capital  replacement  items or improvements
which  are  not  Landlord  Preparation  Work,  Tenant  Improvements  or  Repairs
(collectively,  "Capital  Replacements")  becomes  necessary or desirable and is
approved  subject  to the  conditions  contained  in this  Agreement  including,
without  limitation,  the Capital  Replacements  required to be made in order to
comply with any Legal  Requirement or the  requirements of any Space Lease,  and
any other agreement or mortgage  affecting the Project  hereunder,  the Managing
Agent shall  include in the Monthly  Statement  (as defined in Section 6(b)) for
the month in which the Capital Replacement occurs the cost therefor. Unless made
as a result of a condition which in the reasonable determination of the Managing
Agent is of an emergency  nature,  prior to March 1, 2001,  the  Managing  Agent
shall not make,  or cause to be made,  any Capital  Replacements  without  first
obtaining  the  written  approval  of the  Owner.  Prior to March 1,  2001,  the
Managing  Agent  shall  promptly  notify  the  Owner of said  emergency  and the
agreement  which  was  executed  without  the  Owner's  approval.   All  Capital
Replacements  shall  be  made,  or  caused  to be made,  by the  Managing  Agent
expeditiously,  in a good and workmanlike  manner, in conformance with any plans
and  specifications,   if  any,  therefor  and  in  compliance  with  all  Legal
Requirements  and the  requirements  of the Space  Leases,  and any  mortgage or
agreement  affecting the Project,  including the  requirements  of any insurance
policies affecting the Project;

                    (xii)  The Managing  Agent  shall  collect, on behalf of the
Owner, all

                                       34

<PAGE>

Gross  Proceeds and shall deposit all such Gross  Proceeds along with any monies
furnished  by the Owner as working  funds and all other  monies  received by the
Managing  Agent  relating to the Project in a separate  non-commingled  interest
bearing account maintained at Fleet Bank (the "Bank Account"),  held in the name
of the Managing Agent as agent for the Project.  "Gross Proceeds" shall mean all
amounts  collected  by  the  Managing  Agent  from  or in  connection  with  the
management  and  operation  of the Project or are in any way  incidental  to the
foregoing (other than any security  deposits),  including,  without  limitation,
base rents,  percentage rents, and all additional charges collected and pursuant
to the Space Leases,  and all other additional amounts collected under the Space
Leases,  attributable to common area maintenance charges,  real estate taxes and
other   operating   expenses  and  assessments   (collectively,   "Escalators"),
condemnation awards,  insurance proceeds and real estate tax refunds and rebates
of other operating expenses.  All Gross Proceeds collected and any and all items
paid by the Managing  Agent  arising by virtue of the  management of the Project
shall be deposited to and paid from the Bank Account.  The Managing  Agent shall
use Gross Proceeds to pay all expenses (collectively "Expenses") relating to the
management,  operation,  leasing, maintenance and administration of the Project,
including any  compensation  payable to the Managing Agent pursuant to Section 7
hereof, other than expenses,  which pursuant to the terms of this Agreement, are
payable by the Managing Agent from its own funds.  The excess,  if any, of Gross
Proceeds  over Expenses  ("Gross  Operating  Cash Flow") for any calendar  month
shall be paid in the manner set forth in Section 6(b) hereof;

                    (xiii) The  Managing  Agent  shall  cause to be paid, out of
Gross Proceeds,  as required for the operation of the Project,  on or before the
last day on which they may be paid without  penalty,  all taxes  (including real
estate  taxes  or  other  taxes  billed   together  with  real  estate   taxes),
assessments,  levies, fees, water, sewer and other utility rents and charges and
all  other   governmental   charges,   and  all  fines,   penalties   and  court
disbursements,  that are imposed or levied upon, or assessed against or measured
by, the Project or any portion thereof. If any amount levied or assessed against
the Project, or any part thereof, or payable in connection with the operation of
the  Project,  becomes due and payable and may legally be paid in  installments,
the Managing Agent shall pay such amount in installments.

                    (xiv)  The Managing Agent shall comply with, and shall cause
the Project to comply with, all laws, codes,  ordinances,  regulations and other
governmental  rules  now  or  hereafter  in  force  (collectively,   the  "Legal
Requirements")  that are  applicable  to the  Project or the  occupancy,  use or
condition thereof, including, without limitation, the curing of any violation of
any  Legal  Requirements.  If such  compliance  necessitates  the  making of any
Repairs,  then the Managing  Agent shall comply with the provisions set forth in
Section  4(b)(viii) and (ix) hereof,  and if such  compliance  necessitates  the
making of any Capital  Replacements,  then the  Managing  Agent shall follow the
procedures set forth in Section 4(b)(xi) hereof; provided, however, that, in the
case of an emergency or failure to comply  promptly with  (including to cure any
violation of) any Legal Requirement which (a) shall expose the Owner to criminal
liability or (b) shall  constitute an event of default under any Space Lease and
any mortgage or other agreement affecting the Project,  the Managing Agent shall
cause  compliance  or the curing of the violation  without  awaiting the Owner's
consent and shall  promptly  inform the Owner of any action taken or being taken
by it in connection

                                       35

<PAGE>

with such  compliance  or cure.  Unless  otherwise  directed  by the Owner,  the
Managing  Agent shall,  to the extent the Managing Agent deems  appropriate,  in
consultation  with the  Owner,  protest or  litigate  to final  decision  in the
appropriate  court or forum the application of any alleged Legal  Requirement or
the violation of any Legal Requirement adversely affecting the Project. Prior to
March 1, 2001,  no  settlement  shall be entered into in any matter  without the
Owner's  written  consent.  On or after March 1, 2001,  no  settlement  shall be
entered  into  in any  matter  without  the  Owner's  written  consent  if  such
settlement would result in any cost to Owner, not otherwise payable out of Gross
Proceeds.

                    (xv)   Use  its  reasonable  efforts  to  prevent any liens,
charges or  encumbrances  (collectively,  "Liens")  from being filed against the
Project which arise from any maintenance,  repairs,  alterations,  improvements,
renewals or replacements in or to the Project.  The Managing Agent shall use its
best  efforts  to cause  the  prompt  release  of any Liens  (other  than a lien
resulting from any action taken by the Owner,  or taken by the Managing Agent at
the Owner's written direction);

                    (xvi)  Give prompt  notice to  the Owner of any  defaults by
any of the  Tenants  under  their  Space  Leases and shall,  unless  notified in
writing to the  contrary by the Owner,  institute in its own name or in the name
of the Owner, any necessary legal actions or proceedings to collect all charges,
rents,  other Gross  Proceeds  and  monetary  damages  from the Tenants or other
persons in possession or to cancel or terminate any Space Lease or to dispossess
the  Tenants or other  persons in  possession  on grounds of  nonpayment  of any
amount due (or on grounds of any other failure to perform)  under the applicable
Space Lease or otherwise  enforce the  provisions of the Space Leases.  Prior to
March 1, 2001,  no  settlement  shall be entered into in any matter  without the
Owner's  written  approval.  On or after March 1, 2001, no  settlement  shall be
entered  into in any  matter  without  the  Owner's  written  approval,  if such
settlement would result in any cost to Owner, not otherwise payable out of Gross
Proceeds;

                    (xvii) Shall  advertis  and  promote  the  business  of  the
Project (and shall  institute and  supervise a leasing and  marketing  program);
provided,  however,  that, prior to March 1, 2001, unless otherwise provided for
by the Owner,  the  Managing  Agent shall not,  without  the  Owner's  approval,
expend, or commit to expend for such activities more than the amount approved in
the Plan therefor;

                    (xviii) Subject  to  compliance  with the  provisions of the
Space Leases and any mortgage or agreement  affecting  the Project,  if it deems
such  action  reasonable,  contest  in good  faith  any tax,  assessment,  levy,
attachment, charge, fee, Legal Requirement or lien relating to the Project which
it believes to be unjustified;  provided,  however,  that such contest shall not
(a) subject the Project or any part  thereof or any  proceeds  therefrom  to the
risk of sale or  forfeiture,  (b)  interfere  with the use of  occupancy  of the
Project or (c) subject the Owner to the risk of any criminal or civil liability.

                    (xix)  To the extent  required to be obtained or  maintained
by the Owner of the Project,  obtain and maintain,  on behalf of the Owner,  all
licenses,  permits and approvals  necessary or desirable for the use, operation,
maintenance and management of the Project;

                                       36

<PAGE>


                    (xx)   Keep the Owner informed of any significant  change in
the rules and regulations  relating to the use, operation and maintenance of the
Project, including any change in any Legal Requirements;

                    (xxi)  Collect all security deposits entitled to be received
by the Landlord  under the Space Leases and shall  promptly  deposit the same in
the Bank  Account or such other  account as may be required by the Space  Leases
and shall maintain said accounts pursuant to local law;

                    (xxii) Promptly after receipt thereof,  deliver to the Owner
a copy of any notice or other communication  received by the Managing Agent from
any public  official  or agency,  or any  Tenant  under any of the Space  Leases
relating  to any matter  that would  constitute  (with or without  the giving of
notice or the passage of time,  or both) a default  under any Space Lease or any
mortgage or other agreement affecting the Project;

                    (xxiii) Within   forty-five   (45)   days   following    the
Commencement Date of this Agreement and annually thereafter,  prepare, a Leasing
and  Operating  Plan (the  "Plan") for the Project  covering the period from the
Commencement  Date through the Expiration Date of the first fiscal year and each
fiscal year  thereafter,  which Plan shall be  prepared  in a manner  which will
enable  the  Project  to be  operated  by the  Managing  Agent as a  first-class
commercial  property,  with such  expenditure  to be payable out of  anticipated
Gross  Proceeds.  Such Plan through  March 1, 2001,  will be in effect only upon
Owner's written approval; and

                    (xxiv) Use good faith efforts  to comply  with the terms and
provisions of the loan  documents to which Owner is the borrower,  and Resources
Accrued Mortgage Investors,  2 L.P. is the lender (the "Loan Documents") (except
to the extent such  provisions  of the Loan  Documents  are not  susceptible  to
performance by a person other than Owner itself).

      5.     Condemnation  and  Casualty.  In  the event all or any  portion  of
the Project (i) is damaged as a result of fire or other  casualty (a "Casualty")
or (ii) taken or  condemned  in any  eminent  domain,  condemnation,  compulsory
acquisition  or like  proceeding  by any  competent  authority for any public or
quasi-public  use or purpose (a  "Condemnation"),  the Managing Agent shall give
the Owner prompt written notice thereof.  The Owner, or the Managing Agent shall
not have any obligation to restore,  repair,  rebuild, alter, replace, or modify
the Project or any part thereof affected by a Casualty or Condemnation.

      6.    Fiscal Matters.
            --------------

             (a)    The Managing Agent shall provide for appropriate  accounting
and cost control systems and personnel to be maintained at the Managing  Agent's
general  offices to allow Managing Agent to maintain the books of account of the
Project and to prepare and transmit the statements and reports required pursuant
to this Section and the other reports,  etc., as reasonably  requested by Owner.
In addition,  the Managing Agent shall cause, if

                                       37

<PAGE>


required by law, such  personnel to prepare and file all necessary  reports with
respect to withholding  taxes,  social security taxes,  unemployment  insurance,
disability  insurance,  the Fair Labor  Standards Acts and all other  applicable
laws and  regulations and all other  statements and reports  pertaining to labor
employed on the Managing  Agent's payroll in or about the Project.  The Managing
Agent shall also cause such personnel to prepare and file all necessary  reports
and returns with respect to sales taxes, use taxes,  personal property taxes and
all other taxes relating to the Project.  The Managing Agent shall establish and
supervise all bookkeeping and clerical services in connection with the operation
of the Project.  The Managing Agent shall be solely  responsible and liable for,
and shall bear and timely pay,  all costs and  expenses  incurred in  connection
with this  Section  6(a),  and  commencing  on and after  March 1, 2001 shall be
reimbursed,  from Gross  Proceeds for such  reasonable  costs and expenses.  The
Owner, and its independent accounting firm shall have the right and privilege of
examining said books and records at any reasonable time, the cost of which shall
be paid by  Owner.  All books  and  records  relating  to the  Project  shall be
retained  for a period of at least four (4) years  following  the fiscal year to
which  they  pertain or for such  longer  period of time as is  consistent  with
industry standards.

             (b)    On or prior to the 20th day of each  calendar  month  during
the term hereof,  the Managing Agent shall render to the Owner, a statement (the
"Monthly  Statement")  reporting  the income and  expenses  for the  immediately
preceding  calendar month including a comparison to the Plan.  Together with the
Monthly  Statement,  the  Managing  Agent shall  include  such other  reasonable
information requested by the Owner and shall simultaneously wire transfer to the
Owner or its  designee  the if Gross  Operating  Cash  Flow for the  immediately
preceding month .

             (c)    The  Managing  Agent  shall, promptly  following the Owner's
request therefor,  render to the Owner, and to such persons as may be reasonably
designated by the Owner, any other statements or reports,  and provide access to
such  additional  information,  reasonably  requested  by the Owner in order for
Owner to comply with its  Securities  and Exchange  Commission and tax reporting
requirements.

             (d)    At  the  Owner's request,  an audit or review of the Project
books and records shall be performed by a firm of independent  certified  public
accountants selected by the Owner. Any costs and expenses incurred in connection
therewith  shall be paid by Owner;  provided,  however,  that,  if such audit or
review reveals that the Managing Agent has  misappropriated  any funds, then the
Managing  Agent shall be  responsible  and liable for, and shall bear and timely
pay,  all costs and expenses in  connection  with such audit or review and shall
not be paid or reimbursed by the Owner or from Gross Proceeds for such costs and
expenses.

            7.      Management  Fee. In full  consideration  for the services of
the Managing Agent hereunder the Managing Agent shall be entitled to receive the
Management  Fee.  The  Management  Fee for each  calendar  month during the term
hereof shall be  separately  computed,  invoiced and paid to the Managing  Agent
from the Bank Account prior to the end of such calendar month in an amount equal
to 3.0% of the  collected  Gross  Proceeds  less any  amounts  included in Gross
Proceeds which represent  condemnation awards,  insurance proceeds,  real estate
tax  refunds  and  rebates of other  operating  expenses  or sales or rent taxes


                                       38

<PAGE>

collected on behalf of taxing authorities.

      8.     Insurance.

             (a)    After March 1, 2001,  Managing  Agent  shall be  responsible
for  procuring  to the  extent  reasonably  available,  all  insurance  policies
required to be procured  with  respect to the Project  under the Space Leases or
any other agreement or mortgage  affecting the Project or which are provided for
in the Plan,  said  premiums to be  considered  an expense of the  Project.  All
liability  insurance  policies  maintained  with  respect to the  Project  shall
include the Managing Agent as an additional  named insured and  certificates  of
insurance  evidencing  such coverage shall be provided to Owner and its mortgage
lender by Managing Agent.

             (b)    The Managing Agent shall obtain and maintain  throughout the
term of this Agreement,  a fidelity bond in an amount of $1,000,000 for the full
protection of the interests of the Owner, the Owner and the Managing Agent.

             (c)    The  Owner  shall  give  to  the  Managing  Agent,  and  the
Managing  Agent shall give to the Owner,  appropriate  notice of any claims made
against the Project,  the Owner or the Managing  Agent,  and the Managing  Agent
shall cooperate  fully with the Owner and with any insurance  carrier to the end
that all such claims will be promptly investigated and defended.

      9.     Indemnity and Related Matters.
             -----------------------------

             (a)    The  Owner agrees to indemnify  and hold the Managing  Agent
free and harmless from any liability,  including any costs and expenses incident
thereto,  for  injury to persons  or damage to  property  by reason of any cause
whatsoever,  in or about the  Project,  as a result of the  performance  of this
Agreement  by  the  Managing  Agent,   its  agents,   employees  or  independent
contractors,  irrespective  of whether  negligence  on the part of the  Managing
Agent, its agents, employees or independent contractors is alleged.

             (b)    Except  as  otherwise  provided in this Agreement, the Owner
agrees to reimburse the Managing Agent for any money which the Managing Agent is
required to pay out for any reason whatsoever whether the payment is for, or the
result of (i) costs,  charges or debts incurred or assumed by the Managing Agent
in connection with the operation of the Project, or (ii) judgments,  settlements
or  expenses  in defense of any claim,  civil or  criminal  action,  proceeding,
charge or prosecution made,  instituted or maintained against the Managing Agent
or employees, agents or connection with the Project.

             (c)    Notwithstanding  the  foregoing  or  anything else contained
herein to the contrary,  the Owner shall not reimburse the Managing  Agent or be
liable to indemnify and hold the Managing  Agent  harmless from any liability or
cost  described  in Section  9(a) and (b) and not  covered by  insurance,  which
results from, (i) the willful  misconduct,  gross negligence or criminal conduct
of the Managing Agent or employees,  agents,  or independent  contractors of the
Managing  Agent,  (ii) any breach of this Agreement by Managing  Agent, or (iii)
any act of agent which is outside the scope of Managing Agent's  authority under
this Agreement,  and the Managing Agent shall indemnify the Owner and Owner (and
each

                                       39

<PAGE>

partner therein, any legal representative,  heir, estate, successor or assign of
any such partner or any officer,  director,  shareholder  or partner in any such
partner and any other  principal of the Owner or the Owner whether  disclosed or
undisclosed) against such liabilities and costs, including reasonable legal fees
and any other costs and expenses incident thereto.

             (d)    The Owner agrees to defend  promptly and  diligently, at the
Owner's expense,  any claim,  action or proceeding  brought against the Managing
Agent and the Owner, jointly or severally,  arising out of or connected with any
of the matters  referred to in Section 9(a) and (b),  unless  covered by Section
9(c) and to hold  harmless  and fully  indemnify  the  Managing  Agent  from any
judgment, liability, loss or settlement on account thereof.

             (e)    Notwithstanding anything to the  contrary contained  in this
Agreement,  neither  the Owner,  nor any  partner  in the  Owner,  nor any legal
representative,  heir,  estate,  successor  or assign of any such partner or any
officer,  director,  shareholder  or partner in any such  partner  nor any other
principal in Owner  whether  disclosed or  undisclosed,  shall have any personal
liability with respect to the performance by the Owner of any of its obligations
under this  Agreement.  If any breach  shall occur by the Owner  hereunder,  the
Managing  Agent shall proceed  solely  against the Project and shall not seek or
claim recourse against the Owner or any other person or party  hereinabove named
or referred to in this Section 9(e) as being exculpated from personal  liability
(including,  without limitation, any claim to the Expense Distribution,  as such
term is defined in the Loan Documents).

      10.    Default and Termination. It shall be an event of default ("Event of
Default")  or a  cause  for  termination  hereunder  if any  one or  more of the
following events shall occur:

             (a)    If  either  party  (the "Defaulting Party")  shall breach or
fail to perform any term, covenant or condition contained in this Agreement;

             (b)    If   any   Party  shall  voluntarily  or  involuntarily   be
dissolved;  apply for or consent to the  appointment  of a receiver,  trustee or
liquidator of all or a substantial part of its assets; file a voluntary petition
in bankruptcy or otherwise voluntarily avail itself of any federal or state laws
for the relief of debtors;  admit in writing its  inability  to pay its debts as
they become due; make a general assignment for the benefit of creditors;  file a
petition or an answer seeking reorganization or arrangement with creditors or to
take advantage of any  insolvency  law or file an answer  admitting the material
allegations of any petition filed against it in any  bankruptcy,  reorganization
or insolvency  proceeding;  if an order,  judgment or decree shall be entered by
any  court of  competent  jurisdiction,  on the  application  of any one or more
creditors of such  Defaulting  Party,  adjudicating  it bankrupt or insolvent or
approving a petition seeking reorganization or appointing a receiver, trustee or
liquidator of all or a substantial part of its assets, and such order,  judgment
or decree shall become final; or if within 60 days after the commencement of any
proceeding against the Defaulting Party seeking any reorganization, arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under the
present  or  any  future  applicable  federal,  state  or  other  bankruptcy  or
insolvency statute or law, such proceeding shall not have been dismissed;

             (c)    If Managing  Agent shall  assign or transfer by operation of
law or otherwise

                                       40

<PAGE>

all of its rights under this Agreement  without first obtaining  Owner's written
approval;

             (d)    If  Managing   Agent  shall  act  outside   the   authoritie
established hereunder;

             (e)    Upon  the  occurrence  of  an  Event  of  Default,  the non-
defaulting party ("Non-Defaulting Party") shall have the right to terminate this
Agreement  (i) if the  Event  of  Default  is  non-monetary  in  nature  and the
Defaulting  Party fails to remedy any such Event of Default  within  twenty (20)
days after its receipt of notice of  default;  provided,  however,  that if such
Event of Default  cannot  reasonably be remedied  within said period,  then such
additional  period as may  reasonably  be  required  to remedy  the same will be
granted to the Defaulting Party, if the Defaulting Party shall promptly commence
and use its  reasonable  efforts  to remedy  the  default  upon  receipt  of the
Non-Defaulting  Party's notice and shall continue  therewith with due diligence,
or (ii) if the Event of Default is monetary in nature and the  Defaulting  Party
does not cure such  Event of Default  within  five (5)  business  days after its
receipt of notice of such default.  Notwithstanding the foregoing,  in the event
of the failure by  Managing  Agent to remit to Owner the  financial  information
within the control of Managing Agent reasonably  necessary for Owner to file its
Form 10-K or 10-KSB,  and Form 10-Q with the Securities and Exchange  Commission
on a timely basis after five (5) business days prior written  notice to Managing
Agent detailing with specificity the information required and affording Managing
Agent the opportunity to provide such information  within such five (5) business
day period,  Owner shall have the right to terminate this Agreement  immediately
thereafter;

             (f)    Notwithstanding  any  provision  contained   herein  to  the
contrary, if after a Condemnation or Casualty, the Owner elects not to undertake
a restoration  of the Project,  the Owner shall have the right to terminate this
Agreement  without  penalty  upon thirty (30) days prior  notice to the Managing
Agent;  provided,  however,  if the Owner so elects to terminate this Agreement,
the  Managing  Agent,  if  requested  by the  Owner,  shall  assist the Owner in
completing and filing any claim forms required to be completed and filed, and in
complying  with any other  procedures  required to be complied with, in order to
enable the Owner to receive any  Condemnation  award or  insurance  proceeds the
Owner  is  entitled  to  receive  in  connection   with  any  such  Casualty  or
Condemnation, and the Owner shall pay the Managing Agent a reasonable fee, to be
agreed upon  between the Owner and the  Managing  Agent,  for so  assisting  the
Owner;

             (g)    No  termination of this Agreement,  by  operation  of law or
otherwise,  shall  relieve the  parties  hereto of their  obligations  hereunder
accruing  prior to the date of the  termination  of this  Agreement,  including,
without limitation,  any obligations to indemnify any person pursuant to Section
9 hereof;

             (h)    Upon any  termination  of this  Agreement,  whether pursuant
to Section  10, by  operation  of law or  otherwise,  the  Managing  Agent shall
forthwith  (i) surrender  and deliver to the Owner,  or its designee,  all Gross
Proceeds  of the  Project  and other  monies of the  Project  on and in any Bank
Account,  including any amounts in the Bank Account,  (ii) deliver to the Owner,
or its designee, as received any monies which would be Gross Proceeds under this
Agreement but received after such  termination,  (iii) deliver to the Owner,  or
its designee,  all materials and supplies,  keys,  contracts and documents,  and
such other  accounting  papers

                                       41

<PAGE>


and records  pertaining to this Agreement as the Owner,  or its designee,  shall
request,  including all books and records  maintained for the Project,  and (iv)
confirm the assignment to the Owner, or its designee,  of any and all rights the
Managing Agent may have in and to any existing  contracts,  licenses and permits
relating to the operation and  maintenance of the Project,  as the Owner, or its
designee,  shall  require.  The Managing Agent hereby grants a power of attorney
(coupled with an interest) to the Owner, or its designee,  to endorse any checks
received in connection with the Project, and hereby assigns to the Owner, or its
designee,  effective  upon the date of such  termination,  any and all  existing
contracts,  licenses and permits relating to the operation and management of the
Project;

             (i)    The terms of this Article  shall not be deemed to impair the
right of any  party to  exercise  any  right or  remedy,  whether  for  damages,
injunction,  specific  performance or otherwise,  upon any breach or termination
hereof;

             (j)     Within  fifteen  (15)  days  of  any   termination of  this
Agreement,  the Managing Agent shall render to Owner, or its designee,  , a full
accounting to the date of  termination,  of all monies  received by the Managing
Agent in connection herewith;

             (k)    This Agreement shall terminate upon thirty (30) days written
notice to Managing Agent upon a sale of the Project.

      11.    Notices.  All notices, consents, approvals or other  communications
provided for in this  Agreement  to be given by the Managing  Agent to the Owner
shall  be in  writing  and  shall be  personally  served  or sent by  recognized
overnight courier (e.g. FedEx):

             TO THE OWNER:

             c/o Pembroke Companies, Inc.
             70 East 55th Street, 7th Floor
             New York, NY 10022
             Attention: Lawrence J. Cohen

      All notices, consents, approvals or other communications provided for
in this  Agreement  to be given by the Owner to the  Managing  Agent shall be in
writing and shall be personally  served or sent by recognized  overnight courier
(e.g. FedEx):

             TO THE MANAGING AGENT:

             c/o Five Cambridge Center, 9th Floor
             Cambridge, Massachusetts 02142
             Attention:  Mark Smith

      12.    Relationship and Further Actions.
             --------------------------------

            (a)    The  Managing Agent and  the Owner intend that this Agreement
establish no  relationship  between  them other than that of Managing  Agent and
Owner, respectively.  The Managing Agent and the Owner shall not be construed as
joint ventures or partners of each

                                       42

<PAGE>


other and neither  shall have the power to bind or obligate  the other except as
set forth in this Agreement.

            (b)    The  parties    hereto   agree  to   execute  all  contracts,
agreements  and documents  and to take all actions  necessary to comply with the
provisions of this Agreement and the intent hereof.

      13.    Applicable Law.  The  interpretation,  validity and  performance of
this  Agreement  shall be governed by the laws of the State of New York  without
giving effect to the conflict of laws or principles thereof. If any of the terms
and  provisions  hereof shall be held invalid or  unenforceable  for any reason,
such  invalidity or  unenforceability  shall in no event affect any of the other
terms or provisions  hereof, all such other terms and provisions to be valid and
enforceable to the fullest extent permitted by law.

      14.    Successors and Assigns.

             (a)    The  Managing  Agent  shall  not  assign  or   in any manner
sell or transfer any of its rights and  interests in their  entirety as Managing
Agent hereunder without the prior written approval of the Owner.

             (b)    The  terms, provisions, covenants, undertakings, agreements,
obligations  and  conditions of this  Agreement  shall be binding upon and shall
inure to the benefit of the successors and the permitted  assigns of the parties
hereto.

      15.    Hazards.   Owner  agrees   to  provide   Managing  Agent  with  any
information  Owner may have  regarding  Hazards in the  Property.  Hazards shall
include,  but are not limited to,  asbestos,  PCB  transformers,  other toxic or
hazardous substances,  underground storage tanks, and health and safety hazards.
Managing Agent shall notify Owner if Managing Agent becomes aware of any Hazards
in, on or about the Property.  Owner  understands  that Managing  Agent is not a
licensed or qualified expert on Hazards. Therefore,  Managing Agent shall not be
responsible for discovering Hazards,  in, on or about the Property,  causing the
Property to comply with laws regarding Hazards, or supervising technical work on
Hazards.  Owner understands that the laws regarding the disclosure of Hazards to
tenants,  buyers and other persons may be ambiguous  and subject to  conflicting
interpretations.  Therefore,  if  Hazards  are  discovered  in,  on or about the
Property and Managing Agent in good faith  disagrees  with Owner's  instructions
regarding  such  disclosures,  then Managing  Agent may terminate this Agreement
upon sixty (60) days written notice to Owner.

      16.    General Provisions.
             ------------------

             (a)    The Owner represents that it  has  full  power and authority
to execute this  Agreement and to be bound by and perform the terms hereof.  The
Managing  Agent  represents  it has full power and  authority  to  execute  this
Agreement and be bound by and perform the terms hereof.  On request,  each party
shall furnish the other evidence of such authority.

                                       43

<PAGE>


             (b)    Any  change  to  or modification  of  this  Agreement or any
waiver of any provision hereof must be in writing signed by both parties hereto.
This Agreement may be executed in one or more counterparts,  each of which shall
be  deemed  an  original.  The  captions  for  each  Section  are  intended  for
convenience only.

      IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered
this Agreement effective the day and year first above written.


                               Owner:

                               HIGH CASH PARTNERS, L.P.

                                   By:  Pembroke HCP, LLC, General Partner

                                        By:  Pembroke Companies, Inc., Member

                                             By:
                                                  ------------------------------
                                                  Lawrence J. Cohen, President


                               Managing Agent:

                               KESTREL MANAGEMENT LP

                               By:  Kestrel Management Corporation,
                                    Its general partner


                                    By:  ------------------------------
                                         Name:
                                         Title:


                                       44


<PAGE>


                                    EXHIBIT C


                         Form of Unconditional Guaranty


                                       45


<PAGE>



                         UNCONDITIONAL LIMITED GUARANTY

      WHEREAS,  HIGH CASH PARTNERS,  L.P., a Delaware  limited  partnership (the
"Borrower") owns certain real property, improvements and personal property which
is commonly known as Sierra Marketplace and located at South Virginia Street and
East Moana Lane, Reno, Nevada (the "Premises");

      WHERAS,  the  Premises is  encumbered  by a mortgage  loan (the "Loan") as
evidenced by a Deed of Trust,  Assignment of Rents,  Fixture Filing and Security
Agreement  among the Borrower,  as trustor,  First  Commercial  Title,  Inc., as
trustee and  RESOURCES  ACCRUED  MORTGAGE  INVESTORS 2 L.P., a Delaware  limited
partnership (the "Lender"), as beneficiary dated February 10, 1989, and recorded
on February  13, 1989,  in Book 2866,  Page 42, as Document  No.1304601,  in the
Official  Records  of  Washoe  County,  Nevada  (the  "Deed  of  Trust")  and an
Assignment  of Leases  and Rents  given by the  Borrower  in favor of the Lender
dated February 10, 1989,  and recorded on February 13, 1989, in Book 2866,  Page
88, as Document No. 1304602,  in the Official  Records of Washoe County,  Nevada
(the  "Assignment").  The Deed of  Trust  and  Assignment  secure  that  certain
Registered  Note dated  February  10, 1989 in the original  principal  amount of
$6,500,000  made by the  Borrower  and given to the  Lender  (the  "Note").  The
original  principal  amount of the Note,  together  will all  accrued and unpaid
interest,  late charges,  default  interest,  attorneys fees and other costs and
expenses due and payable under the Note and Loan Documents is referred to herein
as the "Indebtedness".  The Note, Deed of Trust,  Assignment and other documents
evidencing  and securing the  Indebtedness  are  hereinafter  referred to as the
"Loan Documents";

      WHEREAS,  the Maturity Date of the Loan is February 28, 2001, and Borrower
has requested  Lender,  and Lender has agreed, to forbear in the exercise of its
rights  and  remedies  under  the Loan  Documents  in the  event the Loan is not
satisfied  in  full on or  prior  to the  Maturity  Date,  upon  the  terms  and
conditions of that certain  Modification  Agreement of even date hereof  between
Borrower and Lender (the "Modification Agreement");

      WHEREAS,  as a condition to, and in  consideration  of the Lender entering
into the Modification  Agreement with the Borrower, the Lender has required that
the undersigned  (hereinafter  called  "Guarantor")  guaranty the payment of the
"Guarantied Indebtedness" (as defined below); and

      WHEREAS,  Guarantor is a principal of the managing  member of the managing
general partner of the Borrower,  and believes it is in the best interest of the
Borrower to enter into the  Modification  Agreement and will derive  substantial
benefit in the event the  Modification  Agreement  is entered  into  between the
Borrower and the Lender;

      NOW,  THEREFORE,  in  consideration  of $10.00 and other good and valuable
considerations,  the  receipt  and  adequacy  of which are hereby  acknowledged,
Guarantor hereby agrees as follows:

      1. THE GUARANTY. The guaranty of Guarantor hereunder is as follows:


                                       46

<PAGE>


             1.1.   Guaranty  of  Payment.   Subject   to  Paragraph  1.2 below,
Guarantor  unconditionally  guaranties only the due and punctual  payment to the
Lender of the entire  principal  amount of the Note,  together with all interest
thereon and all other fees and expenses due and payable under the Loan Documents
(such amount, as so limited, is herein called the "Guarantied Indebtedness"), in
the event,  and only in the event,  either a  "Bankruptcy  Case" or "Common  Law
Civil Action" (as hereinafter defined) has been filed or instituted.

             1.2    Conditions and Termination.

             1.2.1  Provided  that at the time of the occurrence of the first to
occur of: (a) the conveyance of the Premises by grant deed and the conveyance of
all rents,  leases,  and  profits  and all other  portions  of the  Premises  by
assignments,  bills of sale, and other appropriate instruments, all given by the
Borrower  to the Lender or its  designee  in  accordance  with the  Modification
Agreement,  or (b) at the election of the Lender, the conveyance of the Premises
through  foreclosure  of  the  Deed  of  Trust  (collectively,  the  "Conveyance
Events"),  no "Bankruptcy  Case" (as  hereinafter  defined) or "Common Law Civil
Action"  (as  hereinafter  defined)  has  been  filed  or  instituted,  then the
liability of Guarantor  under this Guaranty  shall cease and  terminate  without
need for any further act or agreement of the Lender, and at such time the Lender
shall  execute  and  deliver  such  documents  and  writings  as  Guarantor  may
reasonably request to confirm and evidence such termination.

             1.2.2  For  the  avoidance  of  doubt, it  is the  intention of the
parties  that,  notwithstanding  any other  provisions  of this  Guaranty to the
contrary,  the  liability  of  Guarantor  under this  Guaranty  shall  cease and
terminate  without  need for any further act or agreement of the Lender upon the
occurrence  of any of the  following  events,  and at such time the Lender shall
execute and deliver such  documents  and writings as  Guarantor  may  reasonably
request to confirm and evidence such termination:

             (a)    Guarantor,  within  thirty (30) days  after demand  therefor
from the Lender, causes the Borrower to convey the Premises to the Lender or its
designee  (including  by not  objecting  to the  delivery  of the deed and other
conveyance  documents out of escrow)  without the Lender  having been  hindered,
impeded or delayed by a Bankruptcy Case or a Common Law Civil Action;

             (b)    The Lender sells the Premises at a foreclosure sale pursuant
to the Deed of Trust  without  having  been  hindered,  impeded  or delayed by a
Bankruptcy Case or a Common Law Civil Action;

             (c)    A condemnation of all or  substantially all of the  Premises
occurs and the  proceeds  thereof  are  disbursed  in  accordance  with the Loan
Documents;

             (d)    All or   substantially  all of the  Premises  are  destroyed
by  casualty  and the  insurance  proceeds  payable  with  respect  thereto  are
disbursed in accordance with the Loan Documents; or

                                       47

<PAGE>


             (e)    A   sale,  conveyance   or  other   disposition  of  all  or
substantially  all of the  Premises  and the  payment  and  disbursement  of the
proceeds of such disposition in accordance with the Loan Documents.

             1.2.3  Unless  there  is  pending  either  a  Bankruptcy  Case or a
Common Law Civil Action,  if by April 1, 2003 the Lender has not acquired  title
to the Premises as contemplated by the  Modification  Agreement,  then Guarantor
may cause the Borrower to convey the Premises and other collateral to the Lender
as provided in Paragraph  1.2.1 above,  and thereupon the liability of Guarantor
under  this  Guaranty  shall  cease and  terminate  without  need for any act or
agreement of the Lender,  and at such time the Lender shall  execute and deliver
such documents and writings as Guarantor may  reasonably  request to confirm and
evidence such termination.

             1.2.4. As used in this Guaranty, the term  "Bankruptcy  Case" shall
mean a reorganization,  liquidation or other similar bankruptcy proceeding under
Title 11 of the United  States Code or under any other  federal or state  debtor
relief  laws  or  the  re-opening  of any  bankruptcy  proceeding,  in any  case
instituted  by the  Borrower or on behalf of the  Borrower by  Guarantor  or his
affiliates  or  instituted  against the Borrower at the instance of Guarantor or
his affiliates, excluding, however: (a) any proceeding instituted by the limited
partners  of the  Borrower  in their own name or  derivatively  on behalf of the
Borrower  and not  otherwise  instituted  at the  instance of  Guarantor  or his
affiliates, and (b) any proceeding instituted by the general partner of Borrower
as a result of or in response to a proceeding instituted by the limited partners
of the  Borrower  seeking  to compel the  general  partner  of the  Borrower  to
commence a  Bankruptcy  Case and not  otherwise  instituted  at the  instance of
Guarantor or his affiliates.

             1.2.5. As used in this Guaranty, the term "Common Law Civil Action"
means any suit or other  proceeding  instituted  or filed by the  Borrower or on
behalf of the Borrower by Guarantor or his affiliates or instituted by any third
party at the instance of  Guarantor  to hinder,  impede or delay the exercise by
the Lender  against the Borrower or any of them or the Premises of any rights or
remedies  available to the Lender at law, in equity,  by agreement or otherwise,
excluding, however: (a) any proceeding instituted by the limited partners of the
Borrower  in their  own name or  derivatively  on  behalf  of the  Borrower  not
otherwise instituted at the instance of Guarantor or his affiliates, and (b) any
proceeding  instituted  by the general  partner of Borrower as a result of or in
response to a  proceeding  instituted  by the limited  partners of the  Borrower
seeking to compel the general  partner of the  Borrower to commence a Common Law
Civil Action Case and not  otherwise  instituted at the instance of Guarantor or
his affiliates.

             1.2.6. As used in this Guaranty in the context of a Bankruptcy Case
or a Common Law Civil Action, the term "Guarantor" shall include, in addition to
Guarantor, any owners of all or any portion of or interest in the Premises which
are controlled by Guarantor,  or any general partner in the Borrower or in which
Guarantor is the managing general partner.

                                       48

<PAGE>


             1.2.7. As used in this Section 18, the term  "Premises"  shall mean
and refer to the Premises as defined in the Loan Documents, as the same may have
been reduced or altered as a result of  condemnation  proceedings or any sale or
other disposition of a part thereof to which the Lender shall have consented.

             1.3.   Guaranty of Payment; Not Collection. Guarantor hereby agrees
that this Guaranty is a guaranty of payment and not of collection,  and that his
obligations  under this Guaranty shall be primary,  absolute and  unconditional,
irrespective of and unaffected by:

             (a)    the    lack    of    genuineness,    validity,   regularity,
enforceability  or any future  amendment of or change in Note or any of the Loan
Documents or any agreement or instrument to which the Borrower and/or  Guarantor
are or may be a party (including without limitation this Guaranty);

             (b)    the absence of  any action to enforce the Note or any of the
Loan  Documents  or the  waiver or consent  by the  Lender  with  respect to any
provisions thereof;

             (c)    the  existence,  value  of  condition  of any  security  for
the  Guarantied  Indebtedness  or any action or the absence of any action by the
Lender with respect thereof  (including without limitation the release thereof);
or

             (d)    any  other action  or  circumstances  which  might otherwise
constitute a legal or equitable  discharge or defense of a surety or  guarantor,
it being agreed by Guarantor that his obligations  under this Guaranty shall not
be discharged except by payment as provided herein.  Guarantor shall be regarded
as, and shall be in the same position as, a principal debtor with respect to the
Guarantied Indebtedness.

             1.4.   Waivers.  Guarantor  hereby waives  and agrees not to assert
or take advantage of any defense based upon failure of the Lender to commence an
action against the Borrower. In addition,  Guarantor expressly waives all rights
he may have now or in the future under any statute,  or at common law, or at law
or in equity,  or  otherwise,  to compel the Lender to proceed in respect of the
Guarantied  Indebtedness against the Borrower, or any other party or against any
security  for the  payment  of the  Guarantied  Indebtedness  before  proceeding
against,  or as a condition to proceeding  against  Guarantor.  Guarantor agrees
that  any  notice  or  directive  given  at any  time  to the  Lender  which  is
inconsistent  with the waivers in the immediately  preceding  sentences shall be
void and may be ignored by the Lender,  and, in addition,  may not be pleaded or
introduced  as evidence in any  litigation  relating  to this  Guaranty  for the
reason that such pleading or introduction  would be at variance with the written
terms of this Guaranty,  unless the Lender has specifically  agreed otherwise in
writing, signed by a duly authorized officer. It is agreed between Guarantor and
the Lender that the  foregoing  waivers are of the essence of the Loan and that,
but for this Guaranty and such  waivers,  the Lender would decline to enter into
the Modification Agreement and consummate the actions contemplated thereby.

             1.5.   Payment  by  Guarantor.  Guarantor  shall,  within  ten (10)
business  days  after  demand in  writing  therefor  shall have been made by the
Lender to Guarantor, pay to the Lender the amount of any and all outstanding and
unpaid Guarantied Indebtedness due and

                                       49


<PAGE>

owing the Lender  pursuant to the terms of this  Guaranty.  Payment by Guarantor
shall be made to the  Lender at the  address  indicated  below for the giving of
notice to the Lender or at any other  address  that may be  specified in writing
from time to time by the Lender.

             1.6.   Enforcement of Guaranty.  The Lender may proceed to exercise
any right or remedy which it may have against any property, real or personal, as
a result  of any lien or  security  interest  it may have to  secure  all or any
portion of the  Guarantied  Indebtedness,  including but not limited to the real
and personal property covered by the Loan Documents,  it being agreed that in no
event shall the Lender have any  obligation  to (but may at its option)  proceed
against the  Borrower or any other person or entity or any such real or personal
property before seeking satisfaction from Guarantor under this Guaranty.

             1.7.   Additional Waivers.  In addition to the waivers contained in
paragraph 1.4 above,  Guarantor waives,  and agrees that he will not at any time
insist  upon,  plead or in any  manner  whatever  claim or take the  benefit  or
advantage   of,   any   and   all   appraisal,   valuation,   stay,   extension,
marshalling-of-assets  or  redemption  laws, or right of homestead or exemption,
whether  now or at any time  hereafter  in force,  which may  delay,  prevent or
otherwise  affect the performance by Guarantor of his obligations  under, or the
enforcement by the Lender of this Guaranty.  Guarantor hereby waives  diligence,
presentment  and demand  (whether for  non-payment  or protest or of acceptance,
maturity,  extension  of  time,  change  in  nature  or form  of the  Guarantied
Indebtedness,  acceptance of further security, release of security,  composition
or  agreement  arrived  at as to the  amount of or the  terms of the  Guarantied
Indebtedness, notice of adverse change in the Borrower's financial condition and
any other fact which might  materially  increase  the risk to  Guarantor),  with
respect to any of the Guarantied Indebtedness, and all other demands whatsoever,
and waive the benefit of all provisions of law which are or might be in conflict
with the terms of this  Guaranty,  except to the extent that this  Guaranty  may
otherwise  specify the giving of notice.  Guarantor  represents and warrants and
agrees  that,  as of the  date of this  Guaranty,  his  obligations  under  this
Guaranty are not subject to any  counterclaims,  offsets or defenses against the
Lender of any kind.  Guarantor  further agrees that his  obligations  under this
Guaranty shall not be subject to any  counterclaims,  offsets or defense against
the Lender or against  the  Borrower  of any kind which may arise in the future,
other than the defense that Guarantor has satisfied his obligations hereunder in
full.

             1.8.   Benefit of  Guaranty.  The  provisions of  this Guaranty are
for the  benefit of the Lender and  nothing  herein  contained  shall  impair as
between the Borrower and the Lender the  obligations  of the Borrower  under the
Note and the other Loan  Documents,  or under any other  agreements,  documents,
instruments or  certificates  which may be delivered under or pursuant to any of
the Loan Documents or in connection with the Loan.

             1.9.   Modification  of  Loan,  Etc. At  any  time and from time to
time,  without  the consent of or notice to  Guarantor,  without  incurring  any
liability to Guarantor  and without  impairing or releasing the  obligations  of
Guarantor under this Guaranty, the Lender may:


                                       50


<PAGE>


             (a)    Change or extend  the  manner,  place or terms of payment of
or renew or alter all or any portion of the Loan,  other than the manner,  place
and terms of payment of the Guarantied Indebtedness;

             (b)    Take any  action  under or in  respect of the Note or any of
the other Loan  Documents  in the  exercise  of any remedy,  power or  privilege
contained  therein or available to the Lender at law,  equity or  otherwise,  or
waive or refrain from exercising any such remedies, powers or privileges;

             (c)    Amend or modify in any respect the  Note,  the  Modification
Agreement  or the other Loan  Documents,  but the Lender may not amend or modify
the manner, place and terms of payment of the Guarantied Indebtedness;

             (d)    Extend or waive  the  time for the Borrower's  or any  other
person's or party's  performance of or compliance  with,  any term,  covenant or
agreement  on  its  part  to be  performed  or  observed  under  the  Note,  the
Modification  Agreement or other Loan  Documents,  or waive such  performance or
compliance  or consent to a failure of or  departure  from such  performance  or
compliance,  but the Lender may not extend or waive the manner,  place and terms
of payment of the Guarantied Indebtedness;

             (e)    Sell, exchange,  release, dispose of or  otherwise deal with
any property  pledged,  mortgaged  or conveyed,  or in which the Lender has been
granted a lien or security interest,  to secure any indebtedness of the Borrower
to the Lender;

             (f)    Release  any  guarantor,  surety  or  anyone else who may be
liable in any manner for the payment and  collection  of any amounts owed by the
Borrower to the Lender while  continuing to hold liable any other  guarantor not
specifically released in writing; and

             (g)    Apply  any sums by  whomever  paid or  however  realized  to
any  amounts  owing by the  Borrower  to the Lender in such manner as the Lender
shall determine in its sole discretion.

             1.10.  Reinstatement.  This Guaranty shall remain in full force and
effect and continue to be  effective  should any petition be filed by or against
the Borrower under the Bankruptcy Reform Act of 1978, as at any time amended (or
under any  substitute  or  successor  legislation  relating to the same  general
subject matter),  for liquidation or reorganization,  should the Borrower become
insolvent  or make an  assignment  for the benefit of creditors or a receiver or
trustee be appointed for all or any significant  part of the Borrower's  assets,
and shall continue to be effective or be  reinstated,  as the case may be, if at
any time  payment  of the  Guarantied  Indebtedness,  or any part  thereof,  is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored  or  returned  by the  Lender  whether  as a  "preferential  transfer",
"voidable preference",  fraudulent conveyance,  or otherwise, all as though such
reduction, repayment or restoration by the Lender had not been made.

             1.11.  Subrogation.  So long as any Indebtedness  to Lender remains
unpaid,  Guarantor hereby waives, to the fullest extent possible, as against the
Borrower  and its  assets

                                       51

<PAGE>


any and all rights,  whether at law, in equity,  by agreement or  otherwise,  to
subrogation, indemnity, reimbursement, contribution, or any other similar claim,
cause of  action  or  remedy  that  otherwise  would  arise  out of  Guarantor's
performance of his obligations to the Lender under this Guaranty.  The preceding
waiver is  intended  by  Guarantor  and the Lender to be for the  benefit of the
Borrower,  and the waiver  shall be  enforceable  by the  Borrower or any of its
successors or assigns as an absolute defense to any action by Guarantor  against
the Borrower or its assets which arises out of Guarantor having made any payment
to the Lender with respect to any of the liabilities guarantied hereunder.

      2.  REPRESENTATIONS  AND WARRANTIES.  Full reliance by the Lender upon the
following representations and warranties is acknowledged:

             2.1.   Representations   and  Warranties  of  Guarantor.  Guarantor
represents and warrants to the Lender as follows:

             (a)    To  the  best of  Guarantor's  knowledge,  the Borrower is a
limited partnership duly organized,  validly existing and in good standing under
the laws of the State of Delaware,  and is duly  qualified to do business and in
good standing as a foreign limited partnership in the State of Nevada.

             (b)    Guarantor has full power, authority and legal right to enter
into this Guaranty and to perform his obligations under the terms hereof.

             (c)    Guarantor has duly executed and delivered  this  Guaranty.
This Guaranty  constitutes a legal,  valid and binding  obligation of Guarantor,
enforceable against him in accordance with the terms of this Guaranty, except as
limited by bankruptcy, insolvency, general principles of equity or other laws of
general application relating to the enforcement of creditors' rights.

             (d)    No   authorization,  consent,  approval,  exemption,  permit
or license of, or filing with, any  governmental  or public body or authority is
required to authorize,  or is otherwise  required in connection  with, the valid
execution or delivery by  Guarantor  of this  Guaranty,  or the  performance  of
Guarantor's obligations hereunder,  except such as have been obtained and are in
full force and effect.  All  conditions  required to the  execution and delivery
hereof  and  performance  hereunder  have been  satisfied  on or before the date
hereof.

             (e)    Guarantor  is  not  a  party  to, or  otherwise  bound by or
subject  to,  any  agreement  or  instrument,  the  observance  of the terms and
provisions of which would materially impair  Guarantor's  ability to perform his
obligations under, and to be bound by, this Guaranty.  Neither the execution and
delivery by Guarantor of this  Guaranty,  nor  compliance by Guarantor  with the
terms and provisions of this Guaranty,  will conflict with, constitute a default
under, or result in a breach of, any of the terms,  conditions or provisions of,
any law or decree or any regulation,  order, writ, injunction,  determination or
award of any court, arbitrator or governmental  department,  commission,  board,
bureau,  agency or  instrumentality  (domestic or foreign),  or any agreement or
instrument to which Guarantor is a party or by which he or any of his properties
may be affected.


                                       52

<PAGE>


             (f)    Guarantor  has a personal  net worth  (exclusive  of spouse)
in excess of Two Million Dollars as determined by sound  accounting  principles,
consistently applied.

             (g)    There  is  no  action,  suit,  proceeding  or  investigation
pending, or to the best knowledge of Guarantor threatened,  against or affecting
Guarantor at law, in equity,  in admiralty or before any  arbitrator of any kind
or before any governmental  department,  commission,  board,  bureau,  agency or
instrumentality  (domestic or foreign)  which,  in the opinion of Guarantor,  is
likely to result in any material adverse change in the property or assets, or in
the condition  (financial or otherwise) of Guarantor,  or materially  impair his
ability to perform his obligations under this Guaranty.

      3.     CONTINUING  GUARANTY.  Guarantor agrees that  this  Guaranty  is  a
continuing  guaranty and shall remain in full force and effect until the payment
in full of the Guarantied Indebtedness, subject to the provisions of Section 1.2
herein..

      4.     NO  ASSIGNMENT BY LENDER.  The  Lender  shall not assign its rights
nor delegate its duties under this Guaranty.

      5.     FURTHER ASSURANCE.  Guarantor  agrees, upon  the written request of
the  Lender,  to  execute  and  deliver  to the  Lender  from  time to time  any
additional  instruments  or  documents  reasonably  considered  necessary by the
Lender or its counsel to cause this  Guaranty to be,  become or remain valid and
effective in accordance with its terms.

      6.     SURVIVAL OF  REPRESENTATIONS  AND WARRANTIES.  The  representations
and warranties of Guarantor set forth in this Guaranty shall survive for so long
as all or any portion of the Guarantied  Indebtedness  remains unpaid,  or until
this Guaranty is no longer in effect.

      7.     ENTIRE  AGREEMENT:  AMENDMENT.  This  Guaranty  together  with  the
Modification  Agreement  (and  the  documents  to be  delivered  in  conjunction
therewith) contains the entire agreement between the parties with respect to the
subject  matter  hereof and  supersedes  all prior  agreements  relating to such
subject  matter  (including  but  not  by  way of  limitation,  any  commitment,
modification  or term letter  which the Lender may have given to the Borrower or
Guarantor) and cannot be amended or  supplemented  as to Guarantor,  except by a
written agreement signed by Guarantor and the Lender.

      8.     HEADINGS.  The headings in this Guaranty are for  convenience  only
and are not part of the substance of this Guaranty.

      9.     SEVERABILITY.  In the event that  any  one or  more  the provisions
contained  in this  Guaranty  shall be  determined  to be  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision or provisions in every other respect and of
the remaining provisions of this Guaranty shall not be in any way impaired.

      10.    COUNTERPARTS.  This Guaranty may be executed in  counterparts which
together shall constitute the same instrument.


                                       53

<PAGE>


      11.    NOTICES.  All  notices,  requests, demands and other communications
under  or in  connection  with  this  Guaranty  shall  be in  writing,  shall be
delivered by federal express or similar  overnight  courier service,  by hand or
sent by registered or certified  mail to the following  addresses,  and shall be
deemed to have been given upon receipt or refusal to accept:

             If to Lender:

                    5 Cambridge Center, 9th Floor
                    Cambridge, Massachusetts  02142
                    Attention:  Carolyn Tiffany
                    Telephone:  (617) 234-3000
                    Telefacsimile:  (617) 868-1053

             With a copy to:

                    Post & Heymann, LLP
                    100 Jericho Quadrangle, Suite 214
                    Jericho, New York 11753
                    Attention:  William W. Post
                    Telephone:  (516) 681-3636
                    Telefacsimile:  (516) 433-2777

             If to Guarantor:

                    c/o Pembroke Companies, Inc.
                    70 East 55th Street
                    New York, New York  10022
                    Attention:  Lawrence J. Cohen
                    Telephone:  (212) 527-9905
                    Telefacsimile:  (212) 350-9911

             with a copy to:

                    Proskauer Rose LLP
                    1585 Broadway
                    New York, New York  10036
                    Attention:  Wendy J. Schriber, Esq.
                    Telephone:  (212) 969-3730
                    Telefacsimile:  (212) 969-2900

             The  above  addresses  may  be  changed  by  either  the  Lender or
Guarantor by writing to the other addressed as above.

      12.    BINDING  EFFECT.  This Guaranty shall bind and inure to the benefit
of the parties and their respective heirs,  permitted  successors,  delegees and
assigns.


                                       54


<PAGE>


      13.    NON-WAIVER.  The  failure  of  the  Lender  to enforce any right or
remedy  hereunder,  or promptly  to enforce any such right or remedy,  shall not
constitute a waiver thereof,  nor give rise to any estoppel  against the Lender,
nor excuse the Guarantor from his obligations hereunder.  Any waiver of any such
right or remedy must be in writing and signed by the Lender.

      14.    INITIATION  OF  SUIT.  Any  suit  initiated  by  the Lender against
Guarantor  under or in connection with this Guaranty may be brought in any state
or federal court in the state referred to under the paragraph "Governing Law" in
any court in such state  having  jurisdiction  over the subject  matter  hereof.
Guarantor  hereby  submits  himself  to the  jurisdiction  of any such court and
agrees that service of process against him in any such action may be effected by
any means permissible under federal law or under the laws of such state. The non
prevailing party (as determined by a court of competent  jurisdiction) agrees to
pay all expenses  (including  reasonable  attorneys' fees and all  out-of-pocket
costs and  disbursements)  which may be  reasonably  incurred by the  prevailing
party in the event of the  initiation  of any suit under or in  connection  with
this Guaranty.

      15.    ADDITIONAL  COLLATERAL.  In  the  event  any  other guarantor shall
furnish  a letter  of credit or other  collateral  to the  Lender as  additional
collateral  for  the  indebtedness  of  the  Borrower  to  the  Lender,  whether
heretofore or hereafter, such additional collateral shall not diminish or modify
Guarantor's  liability to the Lender hereunder unless the Lender shall otherwise
specifically agree in writing.

      16.    GOVERNING LAW.  The  terms  of this Guaranty have been  negotiated,
and this Guaranty has been executed and delivered, in the State of New York, and
it is the  intention of the parties that this Guaranty be construed and enforced
in accordance with the laws of such State.

      17.    INDEPENDENT  OBLIGATIONS;  EXCULPATORY  LANGUAGE.  The liability of
Guarantor to the Lender  under this  Guaranty  shall not be affected,  impaired,
diminished or limited by any provisions of the other Loan Documents which in any
way limit or exculpate the personal liability of Guarantor.

      IN WITNESS  WHEREOF,  Guarantor has executed and  delivered  this Guaranty
under seal as of December 21, 2000.

WITNESS:

-------------------------              ------------------------------
                                       Lawrence J. Cohen


                                       55

<PAGE>


STATE OF NEW YORK   }
                    } ss.:
COUNTY OF NEW YORK  }

      On this--- day of , in the year 2000, before me, the undersigned, a Notary
Public in and for said County and State,  personally appeared Lawrence J. Cohen,
personally known to me or proved to me on the basis of satisfactory  evidence to
be the individual that executed the within instrument.

      WITNESS my hand and official seal.


------                                      ------------------------------------
[SEAL]                                      Notary Public


                                       56


<PAGE>


                                    EXHIBIT D

                                 Form of Release


                                       57



<PAGE>


                                       49

                                 MUTUAL RELEASE
                                 --------------

      THIS MUTUAL RELEASE (the  "Agreement")  is entered into effective the 21st
day of  December,  2000  between HIGH CASH  PARTNERS,  L.P., a Delaware  limited
partnership (the "Borrower") and RESOURCES ACCRUED MORTGAGE  INVESTORS 2 L.P., a
Delaware limited  partnership (the "Lender").  Unless otherwise  defined in this
Agreement,  capitalized  terms used herein and not otherwise  defined shall have
the meanings ascribed to such terms in that certain Modification Agreement dated
as of the date hereof  between the  Borrower  and the Lender (the  "Modification
Agreement").

                              W I T N E S S E T H :

      WHEREAS,  the  Borrower  is the  owner of the  Property  described  in the
Modification Agreement;

      WHEREAS,  the Lender is the holder of the Loan Documents  described in the
Modification  Agreement  evidencing  and securing the payment by the Borrower of
certain Indebtedness owing to the Lender;

      WHEREAS,  the Maturity Date of the Loan is February 28, 2001, and Borrower
has requested  Lender,  and Lender has agreed, to forbear in the exercise of its
rights  and  remedies  under  the Loan  Documents  in the  event the Loan is not
satisfied  in  full on or  prior  to the  Maturity  Date,  upon  the  terms  and
conditions set forth in the Modification Agreement; and

      WHEREAS,  the parties desire to provide for the release of each other from
any further performance,  obligations or claims under the Loan Documents after a
Release Event.

      NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  contained
herein,  the benefits to be derived by the parties  therefrom and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties agree as follows:

      1. Release of Lender Parties.  Effective on the Closing Date in accordance
with the provisions set forth in the Modification Agreement, the Borrower hereby
releases,  acquits  and  forever  discharges  the Lender  and its  subsidiaries,
affiliates,  partners,  members, managers,  shareholders,  directors,  officers,
agents,  employees,  servants,  attorneys  and  representatives,  as well as the
respective heirs,  personal  representatives,  successors and assigns of any and
all of them (hereafter  collectively  called the "Released Lender Parties") from
any and all loss, damages,  claims,  demands,  debts, actions, causes of action,
suits, contracts, agreements,  obligations,  accounts, defenses, offsets against
the Indebtedness and liabilities of any kind or character  whatsoever,  known or
unknown, suspected or unsuspected,  in contract or in tort, at law or in equity,
which the  Borrower  ever had,  now has,  or might  hereafter  have  against the
Released Lender Parties,  jointly or severally,  for or by reason of any matter,
cause or thing whatsoever occurring prior to the Closing Date, which relates to,
in whole or in part, directly or indirectly: (a) the Indebtedness;  (b) the Loan
Documents;  or (c)  the  Property.  In  addition,  the  Borrower  agrees  not to
commence, join in, prosecute or participate in any suit or other proceeding in a
position which is adverse to any of the Released Lender Parties arising directly
or indirectly from any of the foregoing matters.


                                       44


<PAGE>


      2. Release of Borrower Parties.  Effective on the Closing Date, the Lender
hereby releases,  acquits and forever discharges the Borrower and the Borrower's
subsidiaries,  affiliates, partners, members, managers, shareholders, directors,
officers, agents, employees, servants, attorneys and representatives, as well as
the respective heirs,  personal  representatives,  successors and assigns or any
and all of them (hereafter  collectively called the "Released Borrower Parties")
for  principal or interest due under the Note,  which  release will be effective
provided  Borrower does not become the subject of any bankruptcy  proceedings on
or before one (1) year from the Closing Date, and has not, perpetrated any fraud
upon Lender.  Notwithstanding any implication to the contrary, nothing contained
in this Agreement  modifies or impairs the  non-recourse  provisions of the Loan
Documents,  including without  limitation,  Section 4 of the Note, Section 64 of
the Deed of Trust and Section 13.15 of the Modification Agreement.

      3. Reliance.  The Borrower  and the Lender  represent  and warrant to each
other that this Agreement is executed and delivered by each of them after advice
by legal counsel and is based on each party's respective independent analysis of
the facts and  circumstances  which  currently exist with respect to the matters
covered by this Agreement.  It is specifically  acknowledged by the Borrower and
the Lender that such facts might  hereafter prove to be different from the facts
which are now known or believed to exist.  The Borrower and the Lender expressly
assume  the risk  that any  state of facts  affecting  the Loan  Documents,  the
Borrower or the Lender  might be different  from those  thought to exist by such
party or might hereafter  change.  The parties expressly agree that the terms of
this Agreement will be binding in all respects  notwithstanding any such mistake
of existing facts or subsequent  change of facts relating to the Loan Documents,
the  Borrower  or the  Lender,  and that this  Agreement  will not be subject to
termination or rescission for any reason whatsoever.

      4. Conditions  Subsequent.  The release accorded to the Released  Borrower
Parties by paragraph 2 of this  Agreement  will be void ab initio and will be of
no force or effect if any one or more of the events  described in paragraphs 4.1
through 4.3 of this  Agreement  occurs.  On the  occurrence  of such event,  the
Lender will have the right to  unilaterally  reinstate  the  obligations  of the
Borrower  under the Loan  Documents  and  abrogate  the release of the  Released
Borrower  Parties by service of written notice to the Borrower.  On the exercise
of such right by the Lender,  the Lender will be entitled to exercise all of the
Lender's  rights and  remedies  under the Loan  Documents,  at law or in equity,
subject to the provisions of the Loan Documents.  The conditions  subsequent are
as follows:

             4.1    Litigation.  The  Borrower  or  any  person  claiming  by or
through the Borrower ever commence, join in, assist, cooperate in or participate
as an adverse  party or as an  adverse  witness  (subject  to  compulsory  legal
process which requires  testimony) in any suit or other  proceeding  against the
Lender or any  Released  Lender  Party  relating to the  Indebtedness,  the Loan
Documents,  the  Modification  Agreement,  the Property or the conveyance of the
Property by the Borrower to the Lender; or

             4.2    Avoidance.  Any  Conveyance  Document is ever  rendered void
or rescinded  by operation of law, or by order of any state or federal  court of
competent  jurisdiction  by  reason  of an  order  arising  out of any  claim or
proceeding  initiated  or commenced  in favor of,  against,  on behalf of, or in
concert with, directly or indirectly,  the Borrower or any person claiming by or
through the Borrower; or


                                       45

<PAGE>


             4.3    No Release.  The  release  of any Released  Lender Party set
forth in  paragraph 1 of this  Agreement  is ever  rendered  void,  rescinded or
adjudicated  unenforceable  by  operation  of law or by  order  of any  state or
federal  court of competent  jurisdiction,  by reason of an order arising out of
any claim or proceeding  initiated or commenced in favor of, against,  on behalf
of, or in concert  with,  directly  or  indirectly,  the  Borrower or any person
claiming by or through the Borrower.

      5. No Merger. The parties  acknowledge and agree that  notwithstanding the
release of the Released Borrower Parties contemplated by this Agreement,  all of
the Loan  Documents  will remain in full force and effect.  The parties  further
acknowledge  and agree that the interests of the Lender in the Property  created
by all of the  Conveyance  Documents  will not merge with the  interests  of the
Lender  in  the  Property  created  by the  Loan  Documents.  It is the  express
intention  of each of the  parties  that  such  interests  of the  Lender in the
Property will not merge,  but be and remain at all times  separate and distinct,
notwithstanding  any  union  of said  interests  in the  Lender  at any  time by
purchase, termination or otherwise and that the liens held by the Lender against
the Property  created by certain of the Loan  Documents will remain at all times
valid and  continuous  liens against the Property.  The Lender has  specifically
reserved  the  right  to  assert  all  claims  held by the  Lender  against  the
collateral  described in the Loan  Documents from time to time after the Closing
Date  subject,  however,  to the terms of the  Modification  Agreement  and this
Agreement.

      6. Entire  Agreement.  This Agreement and the Modification  Agreement (and
the documents to be delivered in conjunction  therewith)  constitutes the entire
agreement  between  the  Borrower  and  the  Lender  and  supersedes  all  prior
agreements and understandings  relating to the subject matter of this Agreement.
There  are  no   agreements,   understandings,   restrictions,   warranties   or
representations  relating to the  subject  matter of this  Agreement  other than
those set forth in this Agreement,  the Modification  Agreement or the documents
to be  delivered  by the  parties on the date  hereof.  This  instrument  is not
intended  to have  any  legal  effect  whatsoever,  or to be a  legally  binding
agreement,  or any evidence thereof, until this Agreement has been signed by and
an  executed  counterpart  unconditionally  delivered  to both  parties  to this
Agreement.

      7. Construction.  This Agreement will be construed,  enforced and governed
in  accordance  with the laws of the State of New  York.  All  pronouns  and any
variations contained in this Agreement will be deemed to refer to the masculine,
feminine or neuter gender  thereof or to the plurals of each, as the identity of
the  person  or  persons  or the  context  requires.  The  descriptive  headings
contained in this  Agreement  are for ease in reference  and are not intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision contained herein.

      8. Forum. All actions or proceedings with respect to this Agreement may be
instituted in any state or federal  court sitting in New York County,  New York,
and by execution and delivery of this  Agreement,  the parties  irrevocably  and
unconditionally submit to the jurisdiction (both subject matter and personal) of
each such court and irrevocably  and  unconditionally  waive:  (a) any objection
that the parties might now or hereafter have to the venue of any of such courts;
and (b) any claim  that any action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

      9. Severability.  If any one or more  of the provisions  contained in this
Agreement are for any reason held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or


                                       46

<PAGE>


unenforceability will not affect the remaining provisions of this Agreement, and
this  Agreement will be construed as if such invalid,  illegal or  unenforceable
provision or provisions had never been contained herein.

      10. Binding  Effect. This  Agreement  will  be  binding  on,  inure to the
benefit  of and be  enforceable  by the  parties  to this  Agreement  and  their
respective heirs, personal representatives, successors and assigns.

      11. Counterpart  Execution.  This Agreement may be executed in two or more
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute but one and the same instrument.

      IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Agreement
effective on the date first set forth above.



                                      BORROWER:

                                      HIGH CASH PARTNERS, L.P.,
                                      a Delaware limited partnership

                                      By:  Pembroke HCP, LLC,
                                           as managing general partner

                                           By:  Pembroke Companies, Inc.,
                                                managing member

                                                By:
                                                     ---------------------------
                                                     Name:
                                                     Title:

                                      LENDER:

                                      RESOURCES ACCRUED MORTGAGE
                                      INVESTORS 2 L.P.,
                                      a Delaware limited partnership

                                      By: RAM Funding, Inc.,
                                          managing general partner

                                          By:
                                               -----------------------------
                                          Its: ------------------- President


                                       47


<PAGE>

                                  SCHEDULE "A"


WHEN RECORDED MAIL THIS DEED AND,
UNLESS OTHERWISE SHOWN BELOW,
MAIL TAX STATEMENTS TO:

Post & Heymann, LLP
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
Attention:  William W. Post
                                        SPACE ABOVE THIS LINE FOR RECORDER'S USE
--------------------------------------------------------------------------------

                                                   A.P.N. ----------------------

                        GRANT DEED IN LIEU OF FORECLOSURE
This undersigned grantor(s) declare(s)

Documentary transfer tax is $     -0-
                             --------------
(  ) computed on full value of property conveyed, or
(X ) computed on full value less value of liens and encumbrances remaining at
        time of sale.
(  ) Unincorporated area:  (  ) City of                                    , and
                                        ----------------------------------

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

HIGH CASH PARTNERS,  L.P., a Delaware  limited  partnership  with an address c/o
Pembroke  Companies,  Inc.,  70 East  55th  Street,  New York,  New York  10022,
"Grantor"

hereby GRANTS to RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P., a Delaware limited
partnership, "Grantee"

the real property in the County of Washoe, State of Nevada, as more particularly
described  on Schedule A attached  hereto,  together  with all the  improvements
thereon and the appurtenances thereunto belonging,  and quitclaims unto Grantee,
without implied limitation, all of Grantor's rights, title and interest, if any,
in and to the following: (a) all privileges,  rights,  easements,  hereditaments
and appurtenances thereunto belonging;  (b) all right, title and interest in and
to  any  streets,   alleys,   ramps,   passages,   abutter's  rights  and  other
rights-of-way  appurtenant  thereto; (c) all water, mineral and other subsurface
rights; and (d) all buildings,  improvements,  fixtures and related  facilities,
together  with all systems,  facilities,  machinery,  equipment  and conduits to
provide fire protection, security, heat, exhaust, ventilation, air conditioning,
electrical  power,   light,   plumbing,   refrigeration,   gas,  sewer,   water,
communication  and other services to the property  herein  described or any part
thereof.

      This Grant Deed is executed,  delivered  and accepted as a deed in lieu of
foreclosure of, and not as additional  security for, that certain Deed of Trust,
Assignment of Rents, Fixture Filing and Security Agreement (the "Deed of Trust")
dated February 10, 1989 and recorded on February 13, 1989 in Book 2866, Page 42,
as Document No. 1304601,  of the records of Washoe County,  State of Nevada. The
Grantor  acknowledges  and agrees  that the  conveyance  of the above  described
premises to the  Grantee is an  absolute  conveyance  of all right,  title,  and
interest,  including  any  equity  or right of  redemption,  in and to the above
described  property  in  substance  as well as in form and is not  intended as a
mortgage,  trust conveyance of any type. The Grantor further  acknowledges  that
this conveyance is freely and fairly made.


                                       48


<PAGE>

      It is the  intention  of the Grantor and the Grantee that the lien created
by the Deed of Trust will not merge into the fee title  acquired  by the Grantee
pursuant  to this Grant  Deed.  No such merger will occur until such time as the
Grantee  executes a written  instrument  specifically  effecting such merger and
duly records the same.

      TOGETHER  with  all  singular   hereditaments  and  appurtenances  thereto
belonging, or in any way appertaining, the reversions, remainder and remainders,
rents, issues and profits thereof, and all estate, right, title, interest, claim
and demand whatsoever of the Grantor, either in law or equity, of, in and to the
above bargained premises, with the hereditaments and appurtenances;

      TO HAVE  AND TO HOLD  said  described  and  bargained  premises,  with the
appurtenances, unto the Grantee, its successors and assigns forever. The Grantor
for itself does covenant,  grant, bargain and agree to and with the Grantee, its
successors and assigns,  that at the time of the ensealing and delivery of these
presents, the Grantor is well seized of the premises above conveyed and has good
right, full power and authority to grant,  bargain,  sell,  quitclaim and convey
the  same in  manner  as  aforesaid,  and that the  same  are  free,  clear  and
discharged  of and from all former  grants,  bargains,  sales,  charges,  taxes,
judgments, mortgages, taxes, assessments,  restrictions,  liens and encumbrances
of whatever  nature created by, through or under Grantor,  subject only to those
validly existing encumbrances, easement, conditions and restrictions relating to
the  premises  as now  reflected  by the land  records  of the County of Washoe,
Nevada.



Dated ---------------------                    Signature of Grantor


State of ------------------ )                  HIGH CASH PARTNERS, L.P.,
County of ----------------- )                  a Delaware limited partnership



On ------------- ------, 2000  before me,      By: Pembroke HCP, LLC,
-----------------------------, personally          as managing general partner,
appeared --------------------------------
----------------- personally  known to me          By: Pembroke Companies, Inc.,
(or   proved  to   me  on  the  basis  of              managing member
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within              By: ---------------------
instrument and acknowledged to me that he                  Name:
executed  the   same  in  his  authorized                  Title:
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------


                                       49





<PAGE>




                                  SCHEDULE "B"

                                  BILL OF SALE
                                  ------------

      For  good and  valuable  consideration,  the  receipt  of which is  hereby
acknowledged,  High Cash Partners,  L.P., a Delaware limited  partnership ("High
Cash"), hereby quitclaims, and assigns to Resources Accrued Mortgage Investors 2
L.P., a Delaware limited  partnership ("Ram 2"): (i) all personal property owned
by High Cash and used in  conjunction  with the  operation  of the  Premises (as
defined herein); (ii) all fixtures, machinery, equipment and furnishings, to the
extent the same constitute personal property, all contract rights, and all other
personal property, including all licenses, permits, certificates,  rights to the
use of names and logos and other intangible  property in each case owned by High
Cash and used in  connection  with the real  property  or  improvements  thereon
located at South Virginia  Street and East Moana Lane,  Reno,  Nevada,  and more
particularly  described  in Exhibit A hereto  (the  "Premises");  (iii) all site
plans, surveys, soil and substrata studies,  architectural renderings, plans and
specifications,  engineering plans and studies, floor plans, landscape plans and
other plans, diagrams and studies of any kind owned by High Cash which relate to
the  Premises  or the  improvements  thereon;  and (iv) all  claims,  judgments,
remedies,  damages  and  causes  of action  pertaining  to the  Premises  or the
property conveyed hereby, except as any of the foregoing may be retained by High
Cash  against RAM 2, the  managing  agent for the  Premises or their  respective
affiliates (the "Property").

      TO HAVE AND TO HOLD,  the same unto the RAM 2, its successors and assigns,
forever.


Dated ---------------------                    HIGH CASH PARTNERS, L.P.,
                                               a Delaware limited partnership

State of ------------------ )                  By: Pembroke HCP, LLC,
County of ----------------- )                      as managing general partner,

                                                   By: Pembroke Companies, Inc.,
                                                       managing member
On ------------- ------, 2000  before me,
-----------------------------, personally              By: ---------------------
appeared --------------------------------                  Name:
----------------- personally  known to me                  Title:
(or   proved  to   me  on  the  basis  of
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within
instrument and acknowledged to me that he
executed  the   same  in  his  authorized
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------




<PAGE>


                                  SCHEDULE "C"

                              ASSIGNMENT OF LEASES
                              --------------------

KNOW ALL MEN BY THESE PRESENTS:

      THIS  ASSIGNMENT is made effective the --- day of --------,  200-, by HIGH
CASH PARTNERS,  L.P., a Delaware limited partnership (the "Assignor"),  in favor
of RESOURCES ACCRUED MORTGAGE  INVESTORS 2 L.P., a Delaware limited  partnership
(the "Assignee"').

                              W I T N E S S E T H :

      WHEREAS,  by Grant Deed of even date  herewith,  the  Assignor  did grant,
bargain,  sell and convey to the Assignee the following  described real property
located in Washoe County, Nevada:

   See Exhibit "A" attached hereto and incorporated herein by this reference.

      TOGETHER  WITH,  among  other  things,  all  buildings,  improvements  and
fixtures thereon commonly known as Sierra Marketplace  located at South Virginia
Street and East Moana Lane, Reno, Nevada (the "Property"); and

      WHEREAS,  the Assignor is the owner of those certain  leases and occupancy
agreements,  whether  written or oral, with tenants as described at Schedule "1"
attached  as a part hereof  (the  "Occupancy  Leases"),  together  with  certain
deposits  made by such  tenants as  described at Schedule "2" attached as a part
hereof (the "Tenant  Deposits"),  all Occupancy Leases and Tenant Deposits being
with respect to some portion of the Property; and

      WHEREAS,  the  Assignor  desires  to  assign,  transfer  and convey to the
Assignee all of the respective rights and benefits of the Assignor in and to the
Occupancy  Leases  and  Tenant  Deposits  and the  obligations  of the  Assignor
thereunder.

      NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  herein
contained, the benefits to be derived by the parties herefrom and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the Assignor does hereby quitclaim and assign to the Assignee all
right,  title and  interest of Assignor in and to the  Occupancy  Leases and the
Tenant Deposits,  together with all and singular the rights, titles,  interests,
privileges and benefits thereunder or thereto in any manner belonging;.

      This  Assignment  of Leases  is  executed,  delivered  and  accepted  as a
conveyance in lieu of foreclosure  of, and not as additional  security for, that
certain  Deed of  Trust,  Assignment  of  Rents,  Fixture  Filing  and  Security
Agreement (the "Deed of Trust") dated February 10, 1989 and recorded on February
13, 1989 in Book 2866, Page 88, as Document No. 1304602 of the records of Washoe
County,  State of  Nevada.  It is the  intention  of the  Assignor  to  transfer
absolute title to the Occupancy  Leases and Tenant Deposits to the Assignee free
from any equity of redemption by the Assignor.

      It is the  intention  of the  Assignor  and the  Assignee  that the  liens
created by the Deed of Trust will not merge into the fee title  acquired  by the
Assignee  pursuant to this  Assignment of Leases until


<PAGE>

such time as the Assignee  executes and records a written  instrument  releasing
the Deed of Trust or otherwise specifically effecting such merger.

      IN WITNESS  WHEREOF the Assignor has SIGNED AND DELIVERED this  instrument
the day and year first written above.

                                               ASSIGNOR:

State of ------------------ )                  HIGH CASH PARTNERS, L.P.,
County of ----------------- )                  a Delaware limited partnership


On ------------- ------, 2000  before me,      By: Pembroke HCP, LLC,
-----------------------------, personally          as managing general partner,
appeared --------------------------------
----------------- personally  known to me          By: Pembroke Companies, Inc.,
(or   proved  to   me  on  the  basis  of              managing member
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within              By: ---------------------
instrument and acknowledged to me that he                  Name:
executed  the   same  in  his  authorized                  Title:
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------



                            ACCEPTANCE OF ASSIGNMENT
                            ------------------------

      The foregoing Assignment is hereby accepted by the Assignee.  The Assignee
hereby assumes and agrees to perform all of the terms,  covenants and conditions
of the lessor  under the  Occupancy  Leases  which accrue after the date of this
Assignment.  In addition, the Assignee hereby assumes the liability,  if any, to
refund the Tenant Deposits described at Schedule "2" to this Assignment.

      Assignee agrees to indemnify,  defend and hold harmless  Assignor from and
against any and all claims that arise under the Occupancy  Leases that relate to
periods on or after the date hereof.



<PAGE>


      IN WITNESS  WHEREOF,  the Assignee has duly  executed  this  Acceptance of
Assignment this ---- day of 200-.

                                               ASSIGNEE:

                                               RESOURCES ACCRUED MORTGAGE
                                               INVESTORS 2 L.P.,
State of ------------------ )                  a Delaware limited partnership
County of ----------------- )
                                               By:   RAM Funding, Inc.,
                                                     managing general partner
On ------------- ------, 200-  before me,
-----------------------------, personally            By:   ---------------------
appeared --------------------------------            Its:  --------- President
----------------- personally  known to me
(or   proved  to   me  on  the  basis  of
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within
instrument and acknowledged to me that he
executed  the   same  in  his  authorized
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------




<PAGE>



                                  SCHEDULE "1"

                         Description of Occupancy Leases
                         -------------------------------


                                [TO BE INSERTED]




<PAGE>


                                  SCHEDULE "2"

                         Description of Tenant Deposits
                         ------------------------------


                                [TO BE INSERTED]


<PAGE>


                                  SCHEDULE "D"

                             OWNER'S AFFIDAVIT AS TO
                          MECHANIC'S LIENS, POSSESSION
                              AND CREDITOR'S RIGHTS


TO:   Lawyers Title Insurance Corporation
      -------------

RE:   Commitment No. -------------

      ----------------------------------------------,  being duly sworn, deposes
      and says:

1.    I am the ----------------------- of Pembroke Companies, Inc., the managing
      member of Pembroke  HCP,  LLC, the managing  general  partner of High Cash
      Partners, L.P., a Delaware limited partnership,  (hereinafter "High Cash")
      and authorized to make this affidavit on behalf of High Cash.

2.    To the actual  knowledge of the undersigned  signatory,  High Cash has not
      granted  any  leases  or  rights  of  possession  in and  to the  premises
      described in the  above-referenced  commitment to insure (the  "Property")
      other than to those parties referenced on Schedule A attached hereto.

3.    To the actual  knowledge of the undersigned  signatory,  High Cash has not
      ordered nor has any knowledge of any work on the Property which is ongoing
      or which has been completed within the last 180 days other than that which
      may have been performed for normal maintenance of the Property.

4.    No proceedings in bankruptcy  have ever been instituted by or against High
      Cash,  and High Cash has  never  made an  assignment  for the  benefit  of
      creditors  (except pursuant to the loan documents by and between High Cash
      and Resources Accrued Mortgage Investors 2 L.P.).

5.    The Borrower has made, executed and delivered that certain Grant Deed (the
      "Deed") of even date herewith,  which conveyed the Property to the Lender.
      The Affiants  acknowledge  that the deed is an absolute  conveyance of all
      right,  title and  interest in and to the  Property and that High Cash has
      delivered  actual  possession of the Property to the Lender.  The Deed was
      given  voluntarily  by High Cash  without  any  fraud,  misrepresentation,
      duress or undue influence whatsoever,  or any misunderstanding on the part
      of High  Cash.  The Deed is  intended  and  understood  to be an  absolute
      conveyance and an  unconditional  sale, with full  extinguishment  of High
      Cash's equity of  redemption,  and with full release of all of High Cash's
      right,  title and  interest  of every  character  and nature in and to the
      Property.

6.    This  affidavit  is made  for  the  purposes  of  inducing  Lawyers  Title
      Insurance  Corporation  to issue  its  policies  of title  insurance  with
      respect to the Property  without  exception to mechanic  liens,  rights of
      parties in  possession  and  creditor's  rights.  Whenever  the context so
      requires,  the  singular  number  includes  the plural  and the  masculine
      includes the  feminine.  Any  reference  in this  Affidavit to "High Cash"
      shall not  include  any  managing  agent of High Cash or any lessee of the
      Property  or any other  person  purporting  to act on behalf of High Cash.
      Whenever  reference  is made herein to the  knowledge  of the  undersigned
      signatory,  reference is made only to the actual  knowledge of such person
      based solely upon a review of



<PAGE>


      High Cash's files in the undersigned signatory's  possession,  without any
      independent investigation being made by High Cash.





Dated ---------------------                    HIGH CASH PARTNERS, L.P.,
                                               a Delaware limited partnership

State of ------------------ )                  By: Pembroke HCP, LLC,
County of ----------------- )                      as managing general partner,

                                                   By: Pembroke Companies, Inc.,
                                                       managing member
On ------------- ------, 2000  before me,
-----------------------------, personally              By: ---------------------
appeared --------------------------------                  Name:
----------------- personally  known to me                  Title:
(or   proved  to   me  on  the  basis  of
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within
instrument and acknowledged to me that he
executed  the   same  in  his  authorized
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------



<PAGE>

                                  SCHEDULE "A"

                                     LEASES
                                     ------

<PAGE>

                                  SCHEDULE "E"

                                  AFFIDAVIT OF
                               NON-FOREIGN STATUS
                               ------------------


                               Sierra Marketplace


STATE OF NEVADA   )
                  ) ss:
COUNTY OF WASHOE  )


      Section 1445 of the Internal  Revenue Code provides that a transferee of a
United States real property  interest must withhold tax if the  transferrer is a
foreign  person.  To inform  RESOURCES  ACCRUED  MORTGAGE  INVESTORS  2 L.P.,  a
Delaware limited partnership, and its successors and assigns (collectively,  the
"Lender"),  that the  withholding of tax is not required on the disposition of a
United States real  property  interest by HIGH CASH  PARTNERS,  L.P., a Delaware
limited  partnership  (the  "Borrower"),  the  undersigned  hereby  certifies as
follows:

      1. The Borrower is not a foreign corporation  foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations);

      2  The  Borrower's  United  States  employer   identification   number  is
13-3347257; and

      3. The Borrower's office  address is c/o Pembroke Companies, Inc., 70 East
55th Street, New York, New York  10022.

      The Affiants  understand that this  certification  may be disclosed to the
Internal  Revenue Service by the Lender and that any false  statement  contained
herein could be punished by fine, imprisonment, or both.

      Under  penalties  of perjury the  Affiants  declares  that the Affiant has
examined  this  certification  and to the best of the  Affiant's  knowledge  and
belief it is true,  correct and complete and the Affiant  further  declares that
the Affiant has the authority to sign this document.

                [Remainder of this page left intentionally blank]

<PAGE>



Dated ---------------------                    HIGH CASH PARTNERS, L.P.,
                                               a Delaware limited partnership

State of ------------------ )                  By: Pembroke HCP, LLC,
County of ----------------- )                      as managing general partner,

                                                   By: Pembroke Companies, Inc.,
                                                       managing member
On ------------- ------, 2000  before me,
-----------------------------, personally              By: ---------------------
appeared --------------------------------                  Name:
----------------- personally  known to me                  Title:
(or   proved  to   me  on  the  basis  of
satisfactory  evidence) to  be the person
whose  name  is  subscribed to the within
instrument and acknowledged to me that he
executed  the   same  in  his  authorized
capacity and that by his signature on the
instrument  the  person,  or  the  entity
upon behalf of which the person(s) acted,
executed the instrument.

Witness my hand and official seal.\

Signature --------------------------





<PAGE>


                                  SCHEDULE "F"

                                NOTICE TO TENANTS

                                  ------------


Dear -----------------:

         This letter shall serve to inform you that High Cash Partners, L.P. has
transferred title to Sierra  Marketplace to Resources Accrued Mortgage Investors
2 L.P. This means that: (a) the new owner holds the security deposit you made in
the amount of $------------- and assumed responsibility to you for any return of
the security deposit pursuant to your lease; (b) the new owner assumed the prior
owner's  position as landlord  under your lease for  obligations  accruing after
--------------;  and (c) your rental  payments are to be made payable to and all
payments,  notices or other  communications  from you to the  landlord are to be
made to the new owner as follows:

                          c/o Kestrel Management
                          --------------------
                          --------------------
                          --------------------
                          --------------------


                                   Sincerely,

                                    HIGH CASH PARTNERS, L.P.

                                    By:  Pembroke HCP, LLC,
                                         as managing general partner,

                                         By:  Pembroke Companies, Inc.,
                                              managing member

                                              By:  -----------------------------
                                                   Name:
                                                   Title: