Exhibit 99.8

                        NEGATIVE COVENANT AND DECLARATION



                                       by

                          CENTURY PARK I JOINT VENTURE

                              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: 8315, 8333, 8335 Century Park Court
                              San Diego, California

                                County: San Diego

                           Dated as of March ___, 2002
------------------------------------------------------------------------

                              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 CENTURY PARK I JOINT VENTURE, 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 Century
Park I Joint Venture, dated as of September 2, 1986, by and between Integrated
Resources High Equity Partners, Series 85, a California limited partnership, as
predecessor by merger to Shelbourne Properties I, L.P., a Delaware limited
partnership ("Shelbourne I"), 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 Century Park
I, located at 8315, 8333, 8335 Century Park Court, San Diego, California which
is more particularly described on Exhibit A (the "Property");

          WHEREAS, Shelbourne I 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 I Note"), made
by Shelbourne I 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 I Note, the "Notes"), made by Shelbourne II in favor of
Beneficiary;

          WHEREAS, as security for the respective obligations of Shelbourne I
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:

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

<PAGE>


          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;

             (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

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                 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:
                ---------

                CENTURY PARK I JOINT VENTURE, a Delaware general partnership

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

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

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

                             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:



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STATE OF ____________      )
                           ) ss.
COUNTY OF __________       )


On _________________________, before me, __________________________, personally
appeared _________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

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


[Notary Seal]                                          My commission expires:









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STATE OF ____________      )
                           ) ss.
COUNTY OF __________       )


On _________________________, before me, __________________________, personally
appeared _________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

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


[Notary Seal]                       My commission expires:





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                                    EXHIBIT A

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



                                       4