EXHIBIT 28

                                   AGREEMENT


         This  Agreement  ("Agreement")  is made and entered into as of the 12th
day of March,  1998 by and among PACWEST INLAND EMPIRE,  LLC, a Delaware limited
liability company ("PACWEST"),  TMP INVESTMENTS,  INC., a California corporation
("TMPI") and TMP PROPERTIES, a California general partnership ("TMPP"). TMPI and
TMPP are currently the general partners of the limited  partnerships whose names
are set forth on Exhibit A hereto (the  "Limited  Partnerships").  TMPI and TMPP
and any  affiliate  of such  general  partners  who may later be admitted to the
Partnerships  as  additional  general  partners  are  collectively   hereinafter
referred  to as the  "General  Partners".  The Limited  Partnerships  are herein
sometimes  also  collectively  hereinafter  referred  to as the  "Partnerships."
PACWEST,  TMPI,  TMPP,  the General  Partners  and the  Partnerships  are herein
sometimes collectively referred to as the "Parties."
         WHEREAS,  TMPI  and  TMPP  are the  managing  general  partners  of the
Partnerships;  and  
         WHEREAS,  the parties  hereto  intend by this  Agreement  to provide  a
basis whereby PACWEST shall receive from the General Partners distributions made
to them with respect to  certain  of their  Ownership  Interests (as hereinafter
defined) in the Limited Partnerships; and
         WHEREAS,  for the  purposes of this  Agreement,  "Ownership  Interests"
shall  include  the one  percent  (1%)  interest  in the  Limited  Partnership's
allocation  of profits  and losses and  distributions  of cash from any  source,
whether held directly or indirectly, through a partnership, corporation or other
entity, or through a series or combination thereof.
         NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, the parties hereto agree as follows:



<PAGE>


         1.       Consideration Payable by PACWEST.
                  Consideration.  As  consideration  for the  execution  of  
this  Agreement  and  the  performance hereunder by TMPP, TMPI and the General 
Partners:
                  (a)      Cash Consideration.  PACWEST shall pay to TMPI
 $300,000 in cash; and
                  (b)      Other  Consideration.  PACWEST  agrees to pay the 
deficit  capital  account  restoration obligation that the General  Partners may
have when the  Partnerships  liquidate and dissolve,  in an amount not to exceed
an aggregate of $300,000 for all of the Partnerships.
          2.      Consideration Payable by General Partners.


<PAGE>


                  Distribution Fee. The General Partners are entitled to receive
distributions from the Partnerships  described in Exhibit A, as a consequence of
their  one  percent  (1%)  general  partner  unsubordinated   interests  in  the
Partnerships.  The General  Partners  agree to pay to PACWEST an amount equal to
the total amount which all general  partners,  including  but not limited to the
General Partners, shall receive at any time as Distributions to general partners
from the Partnerships.  When at any time and as any General Partner receives any
of such  Distributions,  such General  Partner shall forthwith pay to PACWEST an
amount equal to the amount  received by such General  Partner as a  Distribution
within five (5) days after the General  Partner's  receipt thereof.  Such amount
paid to PACWEST is referred to as the "Distribution Fee." It is the intention of
the parties that the reference to  "Distribution" or  "Distributions"  herein is
intended to include only those one percent (1%) general  partner  unsubordinated
interests in each of the  Partnerships  set forth on Exhibit A and not any other
distribution  to which the  General  Partners  are  entitled on account of their
interest in the  Partnerships.  Should the General  Partners fail to pay PACWEST
any Distribution or part thereof,  which General Partners have received from the
Partnerships  within five (5) days after the Distribution is paid to the General
Partners,  PACWEST shall have the right to immediately  terminate this Agreement
and the Three Hundred  Thousand  Dollars  ($300,000)  consideration  paid to the
General Partners by PACWEST hereunder shall be returned immediately to PACWEST.


<PAGE>


         3. Indemnification by General Partners. Each General Partner for itself
alone, and not on behalf of any other General Partner,  each hereby agrees (each
an "Indemnitor" and collectively  the  "Indemnitors")  to save and hold PACWEST,
its officers, directors,  shareholders,  managers, members, employees and agents
("Indemnitees")  harmless  and defend and  indemnify  the  Indemnitees  from and
against any liability (including without limitation  reasonable  attorneys' fees
and other costs and expenses incident to any suit, action or proceeding) arising
out of or  resulting  from  (a)  any  liability  or  obligation,  contingent  or
otherwise;  (b)  Indemnitor's  negligence  or act of  omission  in regard to any
Partnership  occurring  or  arising  from acts or  failures  to act prior to the
Effective Date; (c) the presence or suspected presence in, on, or about any real
property owned by any  Partnership or which any Partnership may have an interest
in of any toxic or  hazardous  substance,  material  or waste (as defined in any
applicable Federal, State or local law or regulation),  including, but not being
limited to, the costs of  investigation,  containment,  removal and/or clean-up,
whether or not the  presence,  or alleged  presence,  of such toxic or hazardous
substance,  material  or waste  constitutes  a breach of any  representation  or
warranty  contained  herein  provided,   however,  the  Indemnitors  shall  have
liability  under  this  subparagraph  (c)  only  with  respect  to any  incident
involving toxic or hazardous  substances  which occurred during the ownership of
the property in question by a Partnership at a time when such  Indemnitor had an
interest therein or which such Indemnitor otherwise became aware of prior to the
Closing and shall not apply to any occurrence on or after the Effective Date, or
which  occurred  prior  to  the  time  the  Indemnitor  had an  interest  in the
Partnership  which owned the property in question and such Indemnitor is not, as
of the  Closing,  aware  thereof,  or (d) any breach of this  Agreement  by such
Indemnitor,  including, without limitation, the falsity of any representation or
warranty made herein by such Indemnitor. The Indemnitors shall have the right to
decide whether any suit, action or proceeding is settled,  tried or appealed and
to select and  supervise  counsel in  connection  with any such suit,  action or
proceeding  provided they shall have given written notice to the Indemnitees and
such  indemnitees  shall not have  reasonably  objected to the  proposed  action
within five (5) days after receipt of such notice or the Indemnitors  shall have
received the consent of the  Indemnitees to the proposed  action,  which consent
will not be unreasonably withheld.
         4.       Closing.
                  The  "Closing"  provided for herein shall occur at the offices
of TMPP on March 12, 1998, at 11:00 a.m., (sometimes referred to as the "Closing
Date")  or such  other  time or place  that the  parties  hereto  may  otherwise
mutually  agree,  provided  that,  subject to  completion  of the  Closing,  the
Effective Date of this Agreement  shall be April 1, 1998 and  performance by the
parties under the  Management  Agreement  shall  commence at 12:01 a.m. April 1,
1998.
         5. Deliveries by PACWEST. At the Closing,  PACWEST shall deliver to the
General Partners cash consideration in the sum of THREE HUNDRED THOUSAND DOLLARS
($300,000) payable to TMPP.
                  Any other document necessary to complete performance of the 
Closing obligations of PACWEST.
         6.       Deliveries  by General  Partners.  At the  Closing,  the 
General  Partners  and the  Partnerships shall deliver to PACWEST the following:


<PAGE>


                  a.       Certified  resolutions  of each  General  Partner  
authorizing  this  Agreement  and the transactions contemplated hereby;
                  b. Any other document necessary to complete performance of the
Closing obligations of the General Partners and the Partnerships.
         7. Scope of Agreement.  With respect to a given General  Partner,  this
Agreement  is  applicable  solely to those  Limited  Partnerships  in which such
General  Partner has an Ownership  Interest.  This Agreement shall not under any
circumstances  be construed as creating a partnership or any other  relationship
between or among any of the Parties where no such relationship otherwise exists.
         8.  Effective  Period.  This  Agreement  shall be  effective  as of the
Effective  Date and shall  remain in  effect  as to each  Partnership  until the
winding up, termination or dissolution of such Partnership has been completed.
         9.  Representations  and Warranties of General  Partners.  Each General
Partner,  for itself alone and not on behalf of any other General Partner hereby
represents and warrants to and covenants with PACWEST as follows:
                  a. Except as  otherwise  disclosed  in Schedule  9.a  attached
hereto,  each is duly  authorized  to execute this  Agreement in the  capacities
indicated;  each General Partner owns the General Partner's  Ownership  Interest
held by it in each Partnership and its right to the Distribution  free and clear
of all liens,  encumbrances  and adverse claims,  has not encumbered,  assigned,
transferred or otherwise  impaired such General Partner's  Ownership Interest or
right to  Distributions  from the  Partnerships  and is not in default under any
provision of the agreements  establishing the Partnerships in which it serves as
General Partner;


<PAGE>


                  b. The execution and  performance  of this  Agreement will not
materially  violate any order,  rule,  judgment or decree to which such  General
Partner is subject or breach any  contract,  agreement or commitment by which he
or it is bound;
                  c. Each of the Partnerships owns the real properties described
                  in Exhibit C hereto. d. Each General Partner is a partnership,
                  or a corporation and each of the Partnerships
is a limited  partnership duly organized,  validly existing and in good standing
under  the laws of the State of its  organization  and is duly  qualified  to do
business  in the  State  of  California  and is duly  qualified  in  each  other
jurisdiction  where the failure to qualify would have a material  adverse effect
upon its business or financial condition; and
                  e.       Each of the Partnerships in which each General 
Partner has an Ownership Interest:
                           i.       Except as otherwise  disclosed in Schedule 
9e.i attached hereto, to the best ofthe General  Partners'  knowledge,  after 
due and diligent  inquiry,  is in full compliance in all material respects with 
all Federal,  State and local laws, and regulations applicable to the conduct of
its business,  including, but not being limited to, all reporting  requirements 
under all Federal and State  securities laws.
                           ii.      Except as otherwise disclosed in Schedule 
9e.vii attached hereto, there neither is, nor has been, any generation, handling
,  manufacturing,  treatment, storage, use, transportation,  spillage, leaking, 
dumping, discharge or disposal (whether  accidental  or  intentional)  of any 
toxic  or  hazardous  substance, material or waste on, over or in any of the 
parcels of real  property  which are described in Exhibit C, hereto.


<PAGE>


                           iii.     Except as otherwise  disclosed in Schedule 
9e.iii  attached  hereto,  is not a party to any pending,  to the best of any 
General  Partner's  actual  knowledge, after reasonable inquiry, any threatened 
litigation,  including,  but not being limited to, any litigation arising out of
the use, operation or ownership of any property  in  which  any such Partnership
may  have an  interest  that  might materially  affect the use and  operation of
any such  property,  or any portion hereof,  for its  intended  purpose or might
detrimentally  affect  the value thereof or result in a material and adverse 
change in the business or financial condition of such Partnership.
                           iv.      Except as  disclosed in Schedule  9e.iv  
attached  hereto, save and except for leases entered into in the ordinary course
of business covering all or a portion of the property owned by such Partnership,
each such Partnership is not a party to any material contract or other 
commitment terminable on more than thirty (30)days' notice.
                           v.       Except as disclosed in Schedule  9e.v  
attached  hereto,  is not a party to any obligation  for money  borrowed  which 
is subject to recourse  liability  to the general assets of such Partnership or 
of such General Partner.
                           vi.      Is not a party  to or  subject  to any  
financing  or  refinancing  which is in material violation of any provision of 
the agreements establishing such Partnership.


<PAGE>


                           vii.     Except as  otherwise  disclosed  in Schedule
9e.vii  attached  hereto,  has no material  liability,  fixed or  contingent,  
whether  recourse or  non-recourse, including without limitation unpaid property
taxes,  except for the liabilities set forth on or otherwise  disclosed in the 
financial  statements of each of the Partnerships  for the  fiscal  year ended  
December  31,  1997,  as set forth in Exhibit D hereto,  true and  complete  
copies of which  have been  delivered  to PACWEST,  or incurred in the ordinary 
course of business  after the date of the most recent balance sheet  included on
such  financial  statements and except to the extent that any such liability,  
individually or in the aggregate, would not materially and adversely affect the 
financial condition,  business,  properties, assets or results of operations of 
such Partnership.
                           viii.  Except  as  otherwise  disclosed  in  Schedule
9e.viii is not in material default under any lease to which it is a party and is
not a party to any lease  covering more than Ten Thousand  (10,000)  square feet
of space wherein any party thereto is in default,  except to the extent any such
default,  individually  or in the aggregate,  would not materially and adversely
affect the financial  condition, business, properties, assets, or results of
operations of such Partnership.
                           ix.    Except as otherwise  expressly  disclosed in 
Schedule 9e.ix attached hereto, is not a debtor in any proceeding under the 
Bankruptcy Code or an assignee under an assignment for the benefit of creditors.
                           x.       Is  in  substantial   compliance  with  all 
material  covenants,   conditions, restrictions  and other agreements applicable
to any  property  owned by such Partnership, or in which such Partnership has an
interest, including, but not being limited to, the  provisions of any applicable
association which holds rights in any common areas which form a part of any such
property  except to the extent  such  failure to comply,  individually or in the
aggregate,  would not materially and adversely affect the financial condition, 
business,  properties, assets or results of operations of such General Partner.


<PAGE>


                           xi.   Except as  expressly  disclosed  in Schedule  
9e.xi  attached  hereto,  to each General  Partner's and each  Partnerships'  
current  actual  knowledge,  without further inquiry,  there is no existing,  
proposed or contemplated plan, study or effort  of any  governmental  agency  or
authority  which,  in any  way,  would materially affect the use of any property
owned by such Partnership, or in which such Partnership may have an interest, or
any portion thereof, for its presently intended use.
                           xii.  Owns the assets  described  on Exhibit C hereto
and, with respect to interests in real property (based solely upon such title 
insurance as such Partnership may hold with respect thereto), such Partnership 
holds marketable fee title thereto, and with respect to all personal  property 
and  intangible  assets,  holds title free and  clear  of all  liens,  
encumbrances  and  adverse  claims,  except  as otherwise disclosed in Schedule
9e.xii attached hereto.
         10.      Representations  and  Warranties  of PACWEST.  PACWEST  hereby
represents  and  warrants as follows:  a. PACWEST is a limited liability company
duly organized, validly existing and in good standing  under the laws of the
state of Delaware and is duly  qualified in such other  jurisdictions  where the
failure  to so  qualify  would  have a material adverse effect upon its business
or financial condition.
                  b. PACWEST is duly authorized to execute this  Agreement.  The
execution  and  performance  of this  Agreement  by PACWEST will not violate any
order,  rule,  judgment  or decree to which  PACWEST  is  subject  or breach any
contract, agreement or commitment by which PACWEST is bound.


<PAGE>


                  c.  The  execution  and  delivery  of this  agreement  and the
Management Agreement and the performance by PACWEST of its obligations hereunder
and thereunder will not conflict with or result in the breach or violation of or
constitute a default or an event of default under any law,  rule or  regulation,
or any  judgment  or order of any  court or any of the  terms or  provisions  of
PACWEST's  Operating  Agreement or of any agreement or contract to which PACWEST
is a party or to which PACWEST is subject.
                  d.  PACWEST  is not a  party  to  any  pending  litigation  or
regulatory  action which would  affect its ability to carry out its  obligations
under  this  Agreement  and the  Management  Agreement  nor,  to the best of the
knowledge of PACWEST, is any such action or proceeding currently threatened.
                  e.  PACWEST  is in  compliance  with all  applicable  laws and
regulations applicable to the conduct of its business.
         11. Entire Agreement. This Agreement,  contains the entire agreement of
the Parties with respect to the transactions  contemplated  hereby and shall not
be modified  or amended  except by an  instrument  signed by or on behalf of the
Parties.
         12.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.
         13.  Governing Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California.

         14.  Attorneys'  Fees.  In any  dispute  between  or among the  Parties
relating to or arising out of the  interpretation  or breach of this  Agreement,
the  prevailing  party or parties  shall be entitled  to recover  from the other
party or parties all reasonable expenses including without limitation attorneys'
fees and court costs.


<PAGE>


         15.  Severability.  If one or more of the provisions  contained in this
Agreement  shall,  for any reason,  be held  unenforceable  in any respect,  its
unenforceability shall not affect any other provisions,  and the Agreement shall
be construed as if the unenforceable provision had not been included.
         16.  Other Acts.  PACWEST  and each  Partnership  and  General  Partner
covenants on behalf of itself and its successors,  heirs and assigns to execute,
with  acknowledgment,  verification  or  affidavit  if  required,  any  and  all
documents  and writings and to perform any and all other acts that may be deemed
by any such  Partnership,  General Partner or PACWEST  necessary or expedient in
connection  with  the  creation  of this  Agreement  (including  the  Management
Agreement),  the  achievement of its purposes or the  consummation of any matter
covered hereby.
         17. Successors and Assigns.  PACWEST shall have the right to assign its
rights and obligations  under this Agreement to an affiliate,  as hereinafter is
defined in Section 150 of the General Corporation Law of the State of California
subject to the  receipt of the  consent of the  General  Partner or the  General
Partners  who have an  interest  in the  Partnerships  which  would be  affected
thereby,  which consent will not be  unreasonably  withheld.  Any  assignment by
PACWEST  to any  other  person of any of its  rights  and  obligations  shall be
subject to the  consent of the  General  Partner  or General  Partners  who have
interests in the Partnership affected thereby,  which consent may be withheld in
the sole and  absolute  discretion  of such  General  Partners.  Subject  to the
foregoing,  the terms and conditions of this  Agreement  shall not be assignable
and shall be binding upon and inure to the benefit of the successors,  heirs and
assigns of the respective Parties.
         18.  Notices.  Any notices  required or permitted to be given hereunder
shall be given in  writing  and sent by United  States  certified  mail,  return
receipt requested, addressed to the respective parties as follows:




<PAGE>


                  To PACWEST:       Danny W. Stephenson
                                    PACWEST Inland Empire, LLC
                                    27740 Jefferson Avenue
                                    Temecula, California 92590

                  With Copy to:     Peter R. Pancione, Esq.
                                    Gipson Hoffman & Pancione, P.C.
                                    1901 Avenue of the Stars, Suite 1100
                                    Los Angeles, California 90067

                  To Each of the    William O. Passo
                  Other Parties:    TMP Investments, Inc.
                                    801 North Parkcenter Drive, Suite 235
                                    Santa Ana, California 92705

                  With Copy to:     Darryl L. Steinhause, Esq.
                                    Luce, Forward, Hamilton & Scripps
                                    600 West Broadway, 26th Floor
                                    San Diego, California 92101

or at such other  address as any Party may  designate  by written  notice to the
other Party.  Notices shall be deemed given on the third  calendar day following
deposit in the United States Mail as aforesaid.
         19.  Counterparts.  This  agreement  may be  executed  in any number of
counterparts,  each of which shall be an original,  but such counterparts shall,
together, constitute but one and the same instrument.
         20.      Exhibits. The following exhibits and schedules are attached to
                  this Agreement: A - Schedule of Limited Partnerships
                  B - INTENTIONALLY OMITTED
                  C -  Schedule of Properties
                  D -  Financial  Statements  as of  December  31,  1997  of the
                  Partnerships Schedule 9a - Ownership Interests Encumbrances


<PAGE>


                  Schedule 9e.i - Legal Disclosures
                  Schedule 9e.iii - Litigation Disclosure
                  Schedule 9e.iv - Material Contracts Disclosure
                  Schedule 9e.v - Recourse Debt Disclosure
                  Schedule 9e.vii - Material Liabilities/Hazardous Substance 
                                    Disclosure
                  Schedule 9e.viii - Material Lease Defaults
                  Schedule 9e.ix - Bankruptcy Disclosure
                  Schedule 9e.xi - Governmental Action Disclosure
                  Schedule 9e.xii - Liens Disclosure


<PAGE>


         IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of the date first written above.
PACWEST INLAND EMPIRE, LLC
a Delaware limited liability company

          /s/ Danny W. Stephenson
          -----------------------
By:
         Danny W. Stephenson,
         Manager

TMP INVESTMENTS, INC.

         /s/  William O. Passo
         ---------------------
By:
         William O. Passo,
         President

TMP PROPERTIES

         /s/  William O. Passo
         ---------------------
By:
         William O. Passo,
         President

         /s/  Scott E. McDaniel
         ---------------------
By:
         Scott E. McDaniel,
         Partner

         /s/  Anthony W. Thompson
         ---------------------
By:
         Anthony W. Thompson,
         Partner


<PAGE>


                                    EXHIBIT A

                        Schedule of Limited Partnerships


1.       TMP Bloomington II LTD.
2.       TMP Inland Empire II LTD.
3.       TMP Inland Empire III LTD.
4.       TMP Inland Empire IV LTD.
5.       TMP Inland Empire V LTD.
6.       TMP Inland Empire VI LTD.
7.       TMP Inland Empire VII LTD.
8.       TMP Tuscany Oaks LTD.
9.       TMP Land Fund LTD.
10.      TMP Land Mortgage Fund LTD.
11.      TMP Mortgage Income Plus LP


<PAGE>


                                    EXHIBIT B

                    Exhibit B has been INTENTIONALLY OMITTED.


<PAGE>
<TABLE>
<CAPTION>


                                    EXHIBIT C

                             Schedule of Properties

                       Description of Partnership Property



Partnerships                       Location                     Acres    Zoning
<S>                       <C>                                  <C>        <C>    

TMP BLOOMINGTON II        SEC Mission Blvd & Agate Street        4.22      C1

TMP INLAND EMPIRE II      Baseline &Village Center              18         CC

TMP INLAND EMPIRE III     River Rd & Ethanac                   219         R1

TMP INLAND EMPIRE IV      Circle C Road                        320         R1
                          S Oleander & W Seaton                 10         I
                          Perris Blvd & Markham St               6.44      C-2
                          Rodeo Dr & Green Tree/Pebble Beach    17         R-4
                          Village Drive & Armagosa              25         C1-R3

TMP INLAND EMPIRE V       Ethanac & Sophie                     8.93        R
                          S. Highland & Tamarind               10          M-1R
                          Airbase Rd & Beaver                  40          R1
                          Mojave & Amethyst                    7           C
                          Mojave & Amethyst                    10          C
                          S Mojave Dr & Mesa Linda S           11          C2
                          SEC Amethyst & Rancho Rd             283         All
                          Bellflower & North Yucca             4.49        C

TMP INLAND EMPIRE VI  State St & Romona Blvd                  10.48        C-2
                          Baxter & Meadowlark Lane            38           5 min
                          I-10 Freeway & Chase School         76          CPS-IP
                          SWC River Rd & Mapes St.            31           R1
                          3rd St. & Old Ranch Rd              12.46      1/2 min
                          18.22 Adelanto                      18.22        R1
                          NEC Koala & Crippen                 42.44        R1

TMP INLAND EMPIRE VII     SEC Nuevo & Evans                    9.6         C2
                               NEC Cactus & Racoon            18.3         DL
                               Mesa Linda & Dos Palmas        70           41
                               SEC of Hwy 395 & Hopland Ave   19.5         C2
                               22305 Oleander Ave.            18           M1

TMP TUSCANY OAKS               Wasson & Old Ranch Rd          200          R1
                               Brookside & Hannon              60       3/4 min.
                               Mesa Linda-Golden Triangle 
                                               Area            14         DS

TMP Land Fund I           Cactus & Daisy-Aster                 39          R
                               Palmdale & Bellflower           14.81       C
                               Richardson & Joshua             10         DS

Land Mortgage Fund        San Jacinto Residential                        R1
                               NEC Newport and Bradley Rd      10.84     C
                               Fox Olsen Res. Newport and 
                                              Bradley Rd.      12.5      R1
                               Sunset Ave & Interstate 10      44.9      C
                               Remington Hills JV              50        R1
                               Peppertree J.V.

Mortgage Income Plus           Maple Bus. Ctr Bellflower & 
                                               Verbina         10        R1
                               Rancho Cucamonga J.V.
                                               TMP Homes       13        R1
                               Elsinore 73 ac. Wasson Canyon   171        R1

</TABLE>

<PAGE>


                                    EXHIBIT D

        Financial Statements as of December 31, 1997 of the Partnerships


<PAGE>


                 Schedule 9a - Ownership Interests Encumbrances

                                      None


<PAGE>


                        Schedule 9e.i - Legal Disclosures

                                      None


<PAGE>


                     Schedule 9e.iii - Litigation Disclosure

                                      None


<PAGE>


                 Schedule 9e.iv - Material Contracts Disclosure

                                      None


<PAGE>


                    Schedule 9e.v - Recourse Debt Disclosure

                                      None


<PAGE>


      Schedule 9e.vii - Material Liabilities/Hazardous Substance Disclosure

                                      None


<PAGE>


                   Schedule 9e.viii - Material Lease Defaults

                                      None


<PAGE>


                     Schedule 9e.ix - Bankruptcy Disclosure

                                      None


<PAGE>


                 Schedule 9e.xi - Governmental Action Disclosure

                                      None


<PAGE>


                       Schedule 9e.xii - Liens Disclosure

                                      None