Exhibit 99.8


                       NEGATIVE COVENANT AND DECLARATION


                                       by


                            TRI-COLUMBUS ASSOCIATES

                              having an address at

                            c/o Shearman & Sterling
                              599 Lexington Avenue
                         New York, New York 10022-6030

                                  as Declarant

                                       to

                       SHELBOURNE MANAGEMENT COMPANY, LLC

                              having an address at

                     c/o NorthStar Capital Investment Corp.
                         527 Madison Avenue, 16th Floor
                            New York, New York 10022

                                 as Beneficiary

                     Street Addresses: 8355 Highfield Drive
                               Westerville, Ohio

                                County: Delaware

                          Dated as of February -, 2002

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                             Record and Return to:
                    Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Times Square
                            New York, New York 10036
                        Attention: Randall H. Doud, Esq.


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                       NEGATIVE COVENANT AND DECLARATION

          THIS NEGATIVE COVENANT AND DECLARATION, dated as of March __, 2002
(this "Declaration"), is made by TRI-COLUMBUS ASSOCIATES, a Delaware general
partnership ("Declarant"), having its principal office at c/o Shearman &
Sterling, 599 Lexington Avenue, New York, New York 10022-6030, to SHELBOURNE
MANAGEMENT COMPANY, LLC, a Delaware limited liability company (together with its
successors and assigns, "Beneficiary"), having an address at c/o NorthStar
Capital Investment Corp., 527 Madison Avenue, 16th Floor, New York, New York
10022.

                                    RECITALS

          WHEREAS, pursuant to that certain Joint Venture Agreement of
Tri-Columbus Associates, dated as of September 15, 1988, by and between High
Equity Partners L.P. -Series 88, a Delaware limited partnership, as predecessor
by merger to Shelbourne Properties III, L.P., a Delaware limited partnership
("Shelbourne III"), IR Columbus Corp., a Delaware corporation, and, and High
Equity Partners L.P. -Series 86, a Delaware limited partnership, as predecessor
by merger to Shelbourne Properties II, L.P., a Delaware limited partnership
("Shelbourne II"), Declarant was formed, and Declarant owns certain real
property commonly known as Tri-Columbus-Volvo, located at 8355 Highfield Drive,
Westerville, Ohio which is more particularly described on Exhibit A (the
"Property");

          WHEREAS, Shelbourne III has acquired the interest of IR Columbus Corp.
in Tri-Columbus Associates;

          WHEREAS, Shelbourne III and Shelbourne II are the sole beneficial
owners of Declarant;

          WHEREAS, Beneficiary is the holder of (i) that certain Secured
Promissory Note, dated as of February 14, 2002 (the "Shelbourne III Note"), made
by Shelbourne III in favor of Beneficiary and (ii) that certain Secured
Promissory Note, dated as of February 14, 2002 (the "Shelbourne II Note", and
together with the Shelbourne III Note, the "Notes"), made by Shelbourne II in
favor of Beneficiary;

          WHEREAS, as security for the respective obligations of Shelbourne III
and Shelbourne II under the Notes and as a condition for Beneficiary's entering
into the transaction evidenced by the Notes, Declarant has agreed to deliver
this Declaration to Beneficiary; and

          WHEREAS, the foregoing recitals are intended to be an integral part of
this Declaration.

          NOW THEREFORE, in consideration of Ten Dollars ($10.00) paid in hand,
the foregoing premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Declarant hereby declares as
follows:


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          Until the indebtedness and obligations evidenced by the Notes are
indefeasibly satisfied and paid in full, Declarant hereby covenants and agrees
as follows:

          1. No Transfer. Other than Permitted Real Property Liens (as
hereinafter defined), without the prior written consent of Beneficiary,
Declarant will not sell, assign, transfer, pledge or otherwise dispose of or
encumber any of its rights in or to the Property or any legal or beneficial
interest therein, directly or indirectly or cause or permit the sale,
assignment, transfer, pledge, mortgage or other disposition of or encumbrance of
the Property.

          2. Other Financing. Declarant shall not file, or suffer to be on file,
or authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement, mortgage, deed of trust or like instrument, other than
Permitted Real Property Liens, with respect to the Property in which Beneficiary
is not named as the sole secured party, mortgagee or beneficiary.

          3. Taxes; Compliance. Declarant shall (a) pay or cause to be paid when
due all Taxes, assessments and governmental charges levied or assessed or
imposed upon or with respect to the Property or its sale or other disposition
and (b) comply with or cause to be complied with all applicable laws relating to
the Property.

          4. Ownership and Defense of the Property. Declarant shall at all times
have good title to and be the sole owner of its respective Property free of all
liens other than (i) any lien in favor of the Beneficiary for the benefit of the
Beneficiary to secure the mortgages, pledges and assignments to the Beneficiary
of, the continuing security interest of the Beneficiary in, and the continuing
lien of the Beneficiary upon the Property; (ii) any lien in favor of third
parties granted or caused to be granted by the Beneficiary; and (iii) Permitted
Real Property Liens.

          5. Definitions. The following terms shall have the following meanings
for the purposes of this Declaration:

          "Lien" means any mortgage, lien, charge, restriction, pledge, security
interest, option, lease or sublease, claim, proxy, right of any third party,
easement, encroachment or encumbrance.

          "Permitted Real Property Liens" means

     (a)  Liens in favor of carriers, warehousemen, mechanics, materialmen and
          landlords granted in the ordinary course of business for amounts not
          overdue or being diligently contested in good faith by appropriate
          proceedings and for which adequate reserves in accordance with GAAP
          shall have been set aside on Declarant's books;

     (b)  Liens incurred or deposits made in the ordinary course of business in
          connection with worker's compensation, unemployment insurance or other
          forms of governmental insurance or benefits, or to secure performance
          of tenders, statutory obligations, bids, leases or other similar
          obligations (other than for borrowed money) entered into in the
          ordinary course of business or to secure obligations on surety and
          appeal bonds or performance bonds;




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     (c)  judgment Liens in existence for less than 45 days after the entry
          thereof or with respect to which execution has been stayed or the
          payment of which is covered in full (subject to a customary
          deductible) by insurance maintained with responsible insurance
          companies;

     (d)  easements, rights-of-way, zoning restrictions, minor defects or
          irregularities in title and other similar encumbrances not interfering
          in any material respect with the value or use of the property to which
          such Lien is attached;

     (e)  Liens for taxes, assessments or other governmental charges or levies
          not at the time delinquent or thereafter payable without penalty or
          being diligently contested in good faith by appropriate proceedings
          and for which adequate reserves in accordance with GAAP shall have
          been set aside on Declarant's books; and

     (f)  any Liens in existence as of the date hereof and which would be shown
          on a title commitment prepared by a nationally recognized title
          insurance company.


          6. This Declaration is intended to be an encumbrance on the Property,
to run with the Land and to be binding against Declarant and its successors and
assigns and to benefit Beneficiary and its successors and assigns.

          7. This Declaration shall be governed by the laws of the State of
Washington, without regard to choice of law rules.

          8. The provisions of this Declaration are severable, and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part, then such invalidity or unenforceability shall affect only such clause or
provision, or part thereof, and not any other clause or provision of this
Declaration.

                    [REMAINDER OF PAGE INTENTIONALLY BLANK]









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          IN WITNESS WHEREOF, Declarant has entered into this Declaration on the
date first written above.

                                  DECLARANT:

                                  TRI-COLUMBUS ASSOCIATES, a Delaware general
                                  partnership

                                  By: SHELBOURNE PROPERTIES III, L.P., a general
                                      partner

                                        By:  SHELBOURNE PROPERTIES III GP, INC.,
                                             as General Partner

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

                                  By: SHELBOURNE PROPERTIES II, L.P., a general
                                      partner

                                        By: SHELBOURNE PROPERTIES II GP, LLC, as
                                            General Partner

                                        By: SHELBOURNE PROPERTIES II, INC., as
                                            Sole Member

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

Witness:
        -------------------------------

Witness:
        -------------------------------




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STATE OF________)
                )ss.
COUNTY OF_______)

          On this __day of _____________, 2002, before me, a Notary Public in
and for said County and State, personally appeared _______________, the
individual(s) named in the foregoing instrument as the _______________ of
Shelbourne Properties II, Inc., the sole member of Shelbourne Properties II GP,
LLC, the general partner(s) of Shelbourne Properties II, L.P., the Delaware
limited partnership, a partner of Tri-Columbus Associates, the general
partnership which executed the foregoing instrument, and acknowledged that
he/she/they did signed the foregoing instrument as such sole members of the
general partner(s) and that such signing is the free act and deed of said
___________________ for the uses and purposes therein mentioned.

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                          ----------------------------
                                 Notary Public



[Notary Seal]                           My commission expires:


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STATE OF _______)
                )ss.
COUNTY OF ______)

          On this ___ day of __________, 2002, before me, a Notary Public in and
for said County, and State, personally appeared ________________, the
individual(s) named in the foregoing instrument as the __________________ of
Shelbourne Properties, III GP, Inc., the general partner of Shelbourne
Properties II, L.P., the Delaware limited partnership, a partner of Tri-Columbus
Associates, the general partnership which executed the foregoing instrument, and
acknowledged that he/she/they did signed the foregoing instrument as such sole
members of the general partner(s) and that such signing is the free act and deed
of said ________________ for the uses and purposes therein mentioned.

          IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                           ----------------------------
                                 Notary Public


[Notary Seal]                        My commission expires:


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                                   EXHIBIT A

                              Property Description
                              --------------------



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