TMP INLAND EMPIRE IV LTD
10-Q/A, 1998-08-19
REAL ESTATE
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
                Quarterly Report Pursuant to Section 13 or 15(d)
                                       of
                       The Securities Exchange Act of 1934
                  for the Quarterly Period ended March 31, 1998
                             ----------------------

                           Commission File No. 0-19933

                           TMP INLAND EMPIRE IV, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                                        33-0341829
(State or other jurisdiction                  I.R.S.Employer Identification No.)
of incorporation or organization)

801 North Parkcenter Drive, Suite 235                       92705
Santa Ana, California                                    (Zip Code)
(Address of principal executive office)

                                 (714) 836-5503
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether  Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing  requirements  for
the past 90 days.
Yes [X]   No [ ]







<PAGE>





         PART I - FINANCIAL INFORMATION

     Item 1.         Financial Statements

The following financial statements are filed as a part of this Form 10-Q:

Balance Sheets as of March 31, 1998 and December 31, 1997,  Statements of Income
for the three months ended March 31, 1998 and 1997, Statements of Cash Flows for
the three months ended March 31, 1998 and 1997.

The accompanying  unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management,   necessary  to  fairly  present  the  financial   position  of  the
Partnership as of March 31, 1998 and the results of its  operations,  changes in
partners' equity, and cash flows for the periods then ended.



<PAGE>

<TABLE>



                           TMP INLAND EMPIRE IV, LTD.
                        A California Limited Partnership
<CAPTION>

                                 Balance Sheets

                                       March 31,                   December 31,

                                         1998                         1997
<S>                                    <C>                         <C> 
Assets

Cash                                   $    43,163                 $    75,651
Due from Affiliates                          5,727
Accounts Receivables                           323
Investment In Unimproved Land            2,375,556                   2,350,715
                                       -----------                 -----------

             Total Assets              $ 2,424,769                  $2,426,366
                                       ===========                  ==========

Liabilities and Partners Capital

Accounts Payable and Accrued
Liabilities                            $         0                   $    1,900
Due to Manager                               3,050
Due to Affiliates                              203                         963
Property Taxes Payable                     138,602                     124,047
Notes Payable (Note 3)                     190,000                     190,000
Commission Payable (Note 4)                 70,560                      70,560
Franchise Tax Payable                          800                         800
                                       -----------                  ----------

             Total Liabilities             403,215                     388,270

Partners' Capital

     General Partners                      (55,499)                    (55,334)
     Limited Partners 8,500 equity
     units authorized and outstanding    2,077,053                    2,093,430
                                       ------------                 -----------

             Total Partners Capital      2,021,554                    2,038,096

Total Liabilities and                  $ 2,424,769                   $2,426,366
                                       ===========                   ==========
Partners' Capital

</TABLE>



<PAGE>

<TABLE>


                           TMP INLAND EMPIRE IV, LTD.
                        A California Limited Partnership

                              Statements of Income
                                   (Unaudited)
<CAPTION>

                                                 Three Months Ended
                                         March 31               March 31
                                          1998                    1997
<S>                                      <C>                    <C> 


Interest and Other Income                $     392              $     221

Administration Expenses                     16,934                 12,660
                                         ---------              ---------

       Net Loss                          $(16,542)               (12,439)
                                         ---------              ---------

Allocation of Net Income (Loss)
(Note 2)

       General Partners:                $    (165)              $   (124)
                                        ==========              =========

       Limited Partners:                $ (16,377)               (12,315)
                                        ==========              =========

       Limited Partners. Per unit       $   (1.92)               $  (1.44)
                                        ==========              =========

</TABLE>


<PAGE>


<TABLE>


                           TMP INLAND EMPIRE IV, LTD.
                        A California Limited Partnership

                             Statement of Cash Flows
                                   (Unaudited)
<CAPTION>

                                              Three Months        Three Months
                                                  Ended               Ended
                                             March 31, 1998       March 31, 1997
<S>                                          <C>                  <C>

Operating Activities:

Net Loss                                     $(16,542)            $(21,623)

  Increase (Decrease) in Due to Manager         3,050                    0
  Increase in Receivables                        (323)                   0
  Increase (Decrease) in Accounts Payable
         and Accrued Liabilities               (4,068)              30,669
  Increase in Due to/from Affiliates           (6,487)                   0
  Increase (Decrease) in Taxes Payable         14,555                    0
                                             ---------            --------


        Net Cash Provided by (Used In)
        Operating Activities                   (9,815)               9,046
                                            ----------            ---------

Investing Activities:
       Net Cash Provided by (Used In)
       Investing Activities                   (22,673)             (20,143)

Financing Activities
       Net Cash Provided by (Used In)              --                   --
       Financing Activities

Increase (Decrease) In Cash                 $ (32,488)            $(11,097)

Beginning Cash                              $  75,651             $ 32,971
                                            ---------             --------

Ending Cash                                $   43,163             $ 21,874
                                           ===========            ========
</TABLE>



<PAGE>



                            TMP INLAND EMPIRE IV, LTD
                        a California Limited Partnership
                        Notes to the Financial Statements
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)


NOTE 1 -  Summary of Significant Accounting Policies

Accounting Method - TMP Inland Empire IV, Ltd. (the Partnership) prepares its
financial statements on the accrual basis of accounting.

Organization  Costs  -  Organization  costs  include  expenses  incurred  in the
formation  of the  Partnership  that  have been  capitalized  and that have been
amortized  over a period of 40 years prior to 1992 and are being  amortized over
five years  beginning in 1992.  These  organization  costs have been  completely
amortized as of 1997.

Investment in Unimproved Land - The Partnership's land is stated at the lower of
actual  cost or  market  value,  based on  specific  identification.  All  costs
associated with the acquisition of a property are capitalized.  In addition, the
Partnership capitalizes all carrying costs.

Income  Taxes - The entity is treated as a  partnership  for income tax purposes
and any  income or loss is passed  through  and  taxable at the  partner  level.
Accordingly, no provision for federal income taxes is provided.


NOTE 2 - Allocation of Profits, Losses and Cash Distributions

Profits,  losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the general partners until the limited partners have
received  an amount  equal to their  capital  contributions  plus a  cumulative,
non-compounded  return of six percent per annum based on their adjusted  capital
account  balances.   At  that  point,   remaining   profits,   losses  and  cash
distributions are allocated 85 percent to the limited partners and 15 percent to
the general partners.

As of March 31,  1998 and 1997,  profits,  losses  and cash  distributions  were
allocated  99 percent to the  limited  partners  and one  percent to the general
partners.



<PAGE>


NOTE 3 - Note Payable

As of March 31, 1998 and 1997,  the  Partnership  had a note payable  secured by
Partnership  land.  The note bears  interest at 12 percent per annum and matures
February 1, 1999.


NOTE 4 - Commissions Payable

As of March 31, 1998 and 1997, the  Partnership had a payable to a related party
for services rendered relating to sales of properties in 1989 and 1990.


NOTE 5 - Property Taxes Payable

Property taxes payable as of March 31, 1998 is as follows:
<TABLE>
<CAPTION>
<S>                <C>           <C>

                   1995          $ 42,365
                   1996            27,711
                   1997            35,456
                   1998            33,070
                                 --------
                                  138,602
</TABLE>

If  property  taxes  remain  delinquent  for five  years,  then the  County  can
foreclose on the property.  Management  plans to take necessary steps to prevent
foreclosures.

NOTE 6 - Restatement  and  reissuance of 1997 financial statements and the first
         quarter ended March 31, 1998

In  compliance  with  Statement  of  Financial   Accounting  Standards  No.  121
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
e Disposed Of (SFAS 121), the 1996 financial  statements reported an expense for
the decline in fair value of unimproved land of $3,254,195. The   1997 financial
statements  originally  issued with the auditor's  report dated January 28, 1998
reported  $1,741,509   of  income  due to  appreciation  in fair  value of land.
Current  clarifications  reveals  that SFAS 121 does not provide  for  recording
appreciation  in fair value of an asset even in view of  previously  recording a
decline  in  value. Therefore, the 1997 financial  statements were   restated to
remove the appreciation in fair value of land.

In addition,  certain  carrying costs of land that were  previously  capitalized
were restated as current expenses in the amount of $12,660 for the quarter ended
March 31, 1997 and $16,934 for the quarter ended March 31, 1998.

<PAGE>



                        TMP INLAND EMPIRE IV, LTD.
                    a California Limited Partnership
             For the Three Months Ended March 31, 1998


Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.

Partnership  revenues  during the three month  periods  ended March 31, 1998 and
1997  consisted  primarily of interest  income.  There were no  properties  sold
during the first  quarters of 1998 and 1997.  There was one property sold during
the second quarter of 1997.

Investing Activities used approximately $44,000 for the three months ended March
31, 1998 and  $42,000 for the three  months  ended  March 31,  1997,  mainly for
carrying costs of the land held for investment.

The  Partnership had six properties as of March 31, 1998 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds,  less any reserves  needed for operations,  to
the partners.

Management  believes  that  the  Partnership  has  sufficient  cash to meet  the
anticipated cash requirements of the Partnership for the next twelve months.




Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  May 12, 1998

                                    TMP INLAND EMPIRE IV, LTD.
                    a California Limited Partnership


                  By: TMP Investments, Inc., as General Partner

                              \s\ William O. Passo
                     By:___________________________________
                         William O. Passo, President

                              \s\ Anthony W. Thompson
                     By:__________________________________
                         Anthony W. Thompson, Exec. V.P.


                  By:  TMP Properties, a California General
                       Partnership as General Partner

                              \s\ William O. Passo
                     By:___________________________________
                         William O. Passo, General Partner

                              \s\ Anthony W. Thompson
                     By:___________________________________
                        Anthony W. Thompson, General Partner

                              \s\ Scott E. McDaniel
                     By ____________________________________
                                Scott E. McDaniel



                                   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




                                   EXHIBIT 29
              MANAGEMENT, ADMINISTRATION AND CONSULTING AGREEMENT


         This   Management,   Administration   and  Consulting   Agreement  (the
"Agreement"),  dated as of March 6, 1998 is made and entered into by and between
PacWest Inland Empire,  LLC, a Delaware limited liability  company  ("PacWest"),
and each of those entities  described on Exhibit A attached hereto (the "General
Partners")  which  constitute the general  partners of the limited  partnerships
described on Exhibit A attached  hereto (the  "Limited  Partnerships"),  and the
Limited  Partnerships.  The General Partners have entered into this Agreement on
their  behalf and on behalf of each of the Limited  Partnerships  for which they
serve as general partners.  Each of the Limited Partnerships is also referred to
herein as a "Partnership."

                                    RECITALS

         A. The  parties  intend  by this  Agreement  to  provide  the terms and
conditions  whereby  PacWest  will  provide  for the  General  Partners  and the
Partnerships  (i) property  management  services for the real estate  properties
owned,  operated  or managed,  in whole or in part,  by the  Partnerships;  (ii)
partnership  administrative services which the General Partners are obligated to
perform for or render to the Partnerships;  (iii) consulting services concerning
the  acquisition  or  disposition  of  property  interests,  including,  without
limitation, leases; and (iv) provide asset management and development consulting
services to the Partnership.

         B. This Agreement is drafted as if it were made and entered into by and
between PacWest and only one Partnership.  However,  notwithstanding  the use of
the word  "Partnership"  in the singular form,  each and every provision of this
Agreement  applies  to each and every  Partnership  listed on Exhibit A attached
hereto.   Further,  the  provisions  for  the  management,   administration  and
consulting services contained and defined herein shall apply to each Partnership
separately.


<PAGE>


                                    AGREEMENT

         NOW,  THEREFORE,   in  consideration  of  their  mutual  covenants  and
agreements set forth in this Agreement, the parties agree as follows:

1.       GENERAL

         1.1 Engagement.  The  Partnership  hereby engages PacWest to perform or
contract for Management, Administration and Consulting services (defined below).

                  1.1.1  "Management"  refers  to  the  operation,  maintenance,
leasing,  renting and provision of other management services with respect to the
land and improvements (collectively the "Property") in which the Partnership has
an  Ownership  Interest  (defined  below).  The  Property  is more  particularly
described  on  Exhibit B attached  hereto.  The terms and  conditions  governing
PacWest's Management of the Property are set forth in the Business Plan (defined
in Section  2.4) and in this  Agreement  attached  hereto as Exhibit C.  PacWest
shall utilize trained,  experienced  personnel  employing sound and professional
real estate  management  and  mortgage/loan  servicing  practices and techniques
consistent  with  professional   real  property   management  and  mortgage/loan
servicing standards  prevailing in the region where the Property is located. For
the purposes of this Agreement,  "Ownership  Interests"  shall include,  without
limitation,  all types of corporate or partnership equity or mortgage interests,
whether held directly or indirectly through a partnership,  corporation or other
entity, or through a series or combination thereof.

                  1.1.2  "Administration"  refers  to  the  performance  of  all
administrative services required to be rendered by the General Partner under the
agreement establishing the Partnership ("Partnership Agreement"). Administration
includes without limitation (except the limitations specified in this Agreement)
the daily business affairs and ministerial acts of the Partnership;  preparation
of the Business Plan; accounting services; cash management; make available legal
advice and services,  including,  without limitation,  compliance with state and
federal regulatory  requirements;  maintenance of partner  relations;  printing,
duplicating  and  mailing  services  in  connection  with all  reports and other
communications  with the partners and computer  services  required in connection
with  the  operation  of  the  Partnership;   tax  services  including,  without
limitation,  the timely preparation,  distribution to the Partnership and filing
of all  required or necessary  local,  state and federal  income tax  materials;
preparation of appeal of real and personal  property tax assessments;  provision
of office space and  facilities for PacWest  personnel  engaged in rendering the
services  described in this  Agreement;  and  purchasing of office  supplies and
equipment  used in  connection  with  rendering  the services  described in this
Agreement.  All Administration  shall be conducted by PacWest in compliance with
the provisions of this Agreement,  including, but not limited to, the provisions
of Section 8.

                  1.1.3 "Consulting"  refers to consulting with and advising the
Partnership during reasonable  business hours,  concerning the management of the
Partnerships  and the properties  owned by the  Partnerships and such changes as
should be made with respect thereto .




<PAGE>


         1.2  Services  Excluded.  The  General  Partner  shall  be  and  remain
responsible  for  completing  any  specific   administrative   tasks  which  are
uncompleted as of the Commencement Date (defined below),  such as the completion
of the  filing of any  federal  or state  income  tax  returns  and any  annual,
quarterly or other reports required to be filed with the Securities and Exchange
Commission  or any other  regulatory  agency for any period  ending prior to the
Commencement Date.

         1.3 Commencement Date. PacWest's duties and responsibilities under this
Agreement  shall  begin on April 1, 1998  (the  "Commencement  Date")  and shall
continue until termination as provided in Article 11.

         1.4  Transition  Agreement.  The parties  hereto  agree to enter into a
Transition  Agreement in the form attached hereto,  marked Exhibit "D" providing
for the  payment of costs  incurred,  and use of  employees  and assets of, each
party,  and  designating  the tasks to be completed by each party related to the
transition of management  duties from the managing partners to PacWest after the
Commencement Date.

2.       PACWEST'S RESPONSIBILITIES

         2.1 Management,  Administration  and Consulting.  PacWest shall perform
the  Management,  Administration  and  Consulting  services in an efficient  and
satisfactory  manner in conformance  with the Business Plan and this  Agreement.
PacWest shall  undertake all activities  reasonably  necessary to implement each
approved  Business  Plan,  subject  to  any  express  limitations  on  PacWest's
authority  set  forth  in  such  approved  Business  Plan or  otherwise  in this
Agreement  and  subject  to the  provisions  of the  Partnership  Agreement.  In
performing such duties,  PacWest shall act in a fiduciary  capacity with respect
to the protection of the Partnership's assets.

         2.2      Independent Contractor; Employees.

                  2.2.1  PacWest  is hereby  engaged  by the  Partnership  as an
independent contractor.

                  2.2.2  PacWest  shall  have  in  its  employ  at all  times  a
sufficient number of employees to enable PacWest to  professionally  perform the
Management,  Administration  and  Consulting  services  in  accordance  with the
Business Plan and this Agreement.  All matters  pertaining to the employment and
supervision of such employees shall be the sole and exclusive  responsibility of
PacWest.  All persons  employed by PacWest in connection with the services to be
rendered  hereunder shall be PacWest's  employees.  In summary,  the Partnership
shall have  neither  any  employees  providing  Management,  Administration  and
Consulting  services nor any  responsibilities  nor liabilities  with respect to
PacWest's employees, except as otherwise described herein.

         2.3      Compliance With Obligations.



<PAGE>


                  2.3.1 PacWest  shall use diligent  efforts to fully comply and
to cause the Partnership to fully comply with federal, state and municipal laws,
ordinances,  regulations and orders  relative to the Management,  Administration
and Consulting  services and with the rules,  regulations or orders of the local
Board of Fire  Underwriters or other similar bodies.  PacWest shall use diligent
efforts to remedy expeditiously any violation of any such law, ordinance,  rule,
regulation or order.  Expenses  incurred in remedying  violations  shall be paid
from the Operating Account.

                  2.3.2 PacWest shall be responsible for the Partnership's  full
compliance  with all terms and conditions  contained in any ground lease,  space
lease,  mortgage,  deed of trust or other instrument affecting the Property,  at
the expense of the Partnership  and in accordance  with this  Agreement,  unless
otherwise  provided  for in the Business  Plan or by agreement  with the General
Partner.

         2.4      Business Plan.

                  2.4.1 Beginning with the calendar year 1999, PacWest shall, in
cooperation with the Partnership, prepare and submit to the Partnership, for the
Partnership's  approval,  a business  plan for  Management,  Administration  and
Consulting  services (the  "Business  Plan").  The Business Plan shall include a
detailed budget of projected income and expenses,  a capital expenditure budget,
leasing projections and guidelines,  as well as a plan of the Administration and
Consulting  services to be provided to the  Partnership.  The Partnership  shall
have a reasonable period of time after PacWest's  delivery to the Partnership of
the proposed  Business Plan to approve or disapprove  such Business Plan,  which
approval or disapproval  may not be  unreasonably  withheld.  If the Partnership
disapproves  the Plan, the  Partnership  shall specify in reasonable  detail the
reasons for such disapproval. PacWest shall promptly revise the Business Plan as
may be necessary to address the reasons for the  disapproval  and shall resubmit
the  Business  Plan to the  Partnership  for  approval.  All  references  to the
Business  Plan  hereinafter  used in this  Agreement  shall  mean  the  approved
Business Plan.

                  2.4.2  For  the  period  beginning  on the  Commencement  Date
through  December 31, 1998 (the "Interim  Period"),  the Partnership and PacWest
shall use their  diligent  efforts  to jointly  prepare a business  plan for the
management,  administration  and consulting  services (the "Interim Plan").  The
Interim Plan shall  include a detailed  budget  prepared by the  Partnership  of
projected income and expenses,  capital expenditure budget,  leasing projections
and guidelines,  as well as a plan of the administration and consulting services
to be provided  to the  Partnership.  All  references  to the "Year,"  "Calendar
Year," or "Fiscal Year" in this  Agreement,  except those  references in Section
2.4.1,  shall  refer to the  Interim  Period  as well.  All  references  in this
Agreement to the "Business  Plan" or "Plan," except those  references in Section
2.4.1, shall include and refer to the Interim Plan as well.



<PAGE>


                  2.4.3  PacWest  shall use diligent and  reasonable  efforts to
ensure  that the  actual  costs of  Management,  Administration  and  Consulting
services  do not exceed the  operating  budget  which is a part of the  approved
Business Plan (the  "Operating  Budget"),  in total.  Subject to the  provisions
hereof,  PacWest  shall have the  authority,  without  the  Partnership's  prior
written  consent,  to expend sums  specified  in the budget and up to $5,000 for
non-budgeted  items provided the amount expended on non-budgeted items shall not
exceed  $20,000  in the  aggregate  in any  calendar  year  and  undertake  such
activities  as  are  expressly  authorized  in  the  Business  Plan  or in  this
Agreement.

                  2.4.4  PacWest  shall  inform  the  Partnership  of any  major
anticipated increases or decreases in costs, expenses,  income or needed capital
expenditures that were not reflected in the Business Plan.

                  2.4.5  PacWest  shall  perform  periodic  property  visits  to
determine  that any property is not subject to  conditions  which may reduce the
value of a property such as squatters,  prevention of dumping of trash,  removal
of trash and similar conditions.

PacWest shall  cooperate  with the  Partnership to prepare  reasonable  periodic
forecasts of operations for the balance of the current year.

         2.5 Utilities. PacWest shall, on behalf of the Partnership, enter into,
renew and maintain  contracts in the Partnership's  name, for electricity,  gas,
telephone,  fuel oil and other  necessary  utility  services  for the  Property.
PacWest shall not be responsible for  interruption of any such utility  services
or the inability to obtain any such utility  services,  unless such interruption
or  inability  is caused by  PacWest's  or  PacWest's  employees',  officers' or
directors' negligence or willful misconduct.

         2.6  Collection of Rents and Other  Income.  PacWest shall use diligent
efforts to collect all rents, interest and other charges which may become due at
any time from any  tenant,  borrower  or from  others for  services  provided in
connection with or for the use of any of the Property. PacWest shall collect and
identify any income due the Partnership from miscellaneous  services provided to
tenants or the public  including,  but not limited to,  parking  income,  tenant
storage and coin-operated  machines of all types (e.g., washer,  dryers, vending
machines and pay telephones).  All monies to collected shall be deposited in the
Operating Account, as defined below.

         2.7 Repairs, Maintenance and Entitlement Service. PacWest shall attend,
at the Partnership's  expense, to the making and supervision of all ordinary and
extraordinary repairs, decorations and alterations, subject to the limits of the
approved  Business  Plan,  including  expenditures  to refurbish,  rehabilitate,
remodel or prepare space covered by new leases,  selection and  coordination  of
consultants  required to do any entitlement work on any property and premise and
provide for weed abatement on any property.

         2.8 Capital  Improvements.  The approved Business Plan shall constitute
authorization for PacWest to expend money for those authorized  capital projects
described in such Business Plan. PacWest shall submit to the Partnership as part
of the regular  monthly  operating  reports,  a description of the status of any
capital expenditure activity.

         2.9 Real Estate and Personal  Property Taxes.  PacWest shall obtain and
verify  bills  for  real  estate  and  personal   property  taxes,   improvement
assessments  and other like charges  which are or may become  liens  against the
Property and recommend payment or contest of the same as in its best judgment it
shall  determine.  PacWest shall pay such bills promptly,  avoiding  penalty for
late payment and taking advantage of discounts.


<PAGE>


PacWest  shall  coordinate  any appeal of a real estate tax bill as directed and
approved by the Partnership.

         2.10  Leasing.  PacWest may secure the  services of one or more leasing
agents on behalf of the  Partnership and shall make every  reasonable  effort to
procure  and keep  desirable  tenants  for the  Property,  at the expense of the
Partnership.  Immediately  following  notice of any impending  vacancy,  PacWest
shall use its diligent efforts to expeditiously secure a replacement tenant on a
commercially reasonable and competitive basis.

         2.11 Execution of Leases.  All leases are to be prepared in the name of
the Partnership and shall be executed by PacWest as agent for the Partnership.

         2.12 Collection of Insurance  Certificates From Tenants.  PacWest shall
use reasonable efforts to collect from all tenants of the Property  certificates
of insurance consistent with and evidencing all coverages required to be carried
by the terms of such tenants'  leases.  A new  certificate of insurance shall be
collected  from each tenant at least thirty (30) days prior to the date on which
any prior certificate of such tenant would expire. PacWest shall retain in trust
for the Partnership the originals of all certificates of insurance  collected by
PacWest.  In the event PacWest,  after using  reasonable  efforts,  is unable to
collect  a  certificate  of  insurance  from a  tenant,  PacWest  shall  have no
liability in connection  with such tenant's  failure to provide a certificate of
insurance.  PacWest  agrees to inform the General  Partner  within ten (10) days
after PacWest  becomes aware of a tenant's  failure to provide a certificate  of
insurance.

         2.13 Investor Services.  PacWest shall maintain the investor records of
the  Partnership  including  any  processing  required to comply  with  investor
requests  for  transfer  of units of  limited  partner  interest  and  prepare a
semi-annual  newsletter  for the  Partners of each  Partnership.  PacWest  shall
charge  a  reasonable  transfer  fee  for  any  transfer  of  units  of  limited
partnership interests made by a limited partner of the Partnerships.

         2.14 Partner  Relations.  PacWest shall respond timely to all inquiries
from investors and shall prepare, and arrange for the printing,  duplicating and
mailing  services in connection with all reports and other  communications  with
the partners,  including the processing,  production and mailing of distribution
checks to the partners.

         2.15 Tax Services.  PacWest shall, on a timely basis,  prepare or cause
to be prepared and file on behalf of the  Partnership  all required or necessary
local, state and federal income tax reports and returns and shall distribute all
required  tax  information  to the  partners.  PacWest  shall  recommend  to the
Partnership  strategies  for prudent  and  beneficial  local,  state and federal
income tax planning.



<PAGE>


         2.16 Regulatory Filings.  PacWest shall, on a timely basis, prepare and
file all filings, statements and records required by any applicable local, state
or federal regulatory agency,  including without limitation,  the Securities and
Exchange  Commission.  PacWest,  at the direction of the General Partner,  shall
file any and all  amendments to such  regulatory  filings.  All such  regulatory
filings,  statements and records shall be submitted to the General Partner on or
before submission to the applicable  agency.  Further,  PacWest shall,  within a
reasonable time prior to filing,  furnish drafts of such  regulatory  filings to
the Partnership to the extent available and to the extent time permits.  PacWest
shall execute all changes  requested by the General  Partner prior to filing or,
if not  feasible,  by  amendment  subsequent  to filing.  The General  Partner's
failure or delay in furnishing requested changes to PacWest such that PacWest is
unable to timely file the regulatory  filing,  statements or records,  shall not
create any liability for PacWest.

         2.17     Service Contracts.

                  2.17.1  PacWest  shall be able to enter into, on behalf of the
Partnership, any contract in connection with the Management,  Administration and
Consulting services to be provided hereunder.

                  2.17.2  All  contracts   entered  into  in   connection   with
Management,  Administration and Consulting services shall: (a) be in the name of
the  Partnership;  (b)  be  assignable,  at  the  Partnership's  option,  to the
Partnership's  nominee;  (c) include a provision for cancellation thereof by the
Partnership upon not more than thirty (30) days written notice (any exception to
this provision must have the prior written consent of the Partnership);  and (d)
if  applicable,  require  that all  contractors  provide  evidence of  insurance
sufficient to meet the requirements of Section 3.3.

         2.18  Contracts  With  Related  Parties.  PacWest  may  arrange for the
furnishing of Management,  Administration  or Consulting  services  contemplated
hereunder by any other person, corporation,  partnership,  trust or other entity
(hereinafter  referred to as a "Related  Party")  related to or affiliated  with
PacWest,  provided such proposed related or affiliated  party is  professionally
qualified  and  competent  and any fees charged by such Related  Party  shall-be
included herein and not in addition to the fees and reimbursements  contemplated
hereunder.  Unless the context or language indicates  otherwise,  the use of the
term  "PacWest"  in this  Agreement  shall be deemed to include any such Related
Party performing services hereunder.

         2.19  Limitation  of PacWest's  Responsibility/Authority.  Any advances
PacWest makes to the  Partnership are valid debts of the  Partnership.  Further,
PacWest  shall  not  be  authorized  to  acquire  any  asset  on  behalf  of the
Partnership,  sell or otherwise  dispose of any asset of the Partnership,  amend
any Partnership  Agreement,  refinance any asset of the Partnership or otherwise
take any  action  unless  such  action  has been  specifically  approved  in the
Business Plan or otherwise.

         2.20 Regulatory Filings.  PacWest shall, on a timely basis, prepare and
file all filings, statements and records required by any applicable local, state
or federal regulatory agency,  including without limitation,  the Securities and
Exchange  Commission.  PacWest,  at the direction of the General Partner,  shall
file any and all  amendments to such  regulatory  filings.  All such  regulatory
filings,  statements and records shall be submitted to the General Partner on or
before submission to the applicable  agency.  Further,  PacWest shall,  within a
reasonable time prior to filing,  furnish drafts of such  regulatory  filings to
the  Partnership.  PacWest  shall  execute all changes  requested by the General
Partner  prior to filing or, if not  feasible,  by amendment  subsequent  to the
filing.

3.       INSURANCE



<PAGE>


         3.1 Partnership's Insurance. PacWest, on behalf of the Partnership, and
the General  Partner who shall be named insureds on all policies as an operating
expense,  will  obtain and keep in force  adequate  insurance  against  physical
damage and against  liability for loss,  damage or injury to property or persons
which  might  arise  in  connection  with the  business  of the  Partnership  or
ownership or occupancy of the Property.  The types and amounts of such insurance
shall  be  determined  by the  Partnership  in the  exercise  of its  reasonable
discretion  based upon  recommendations  by PacWest,  but shall provide  minimum
liability  coverage of $1,000,000 per person and  $3,000,000  per incident,  and
shall have umbrella coverage up to $5,000,000..  The insurance described in this
Section  may be  carried  under a policy or  policies  covering  other  property
managed by  PacWest,  provided  that such  policy or  policies do not reduce the
amount  and  type of  coverage  required  by the  Partnership  pursuant  to this
Section.

The Partnership  shall indemnify,  defend and hold PacWest harmless from any and
all  claims,  demands,  causes of action,  losses,  damages,  fines,  penalties,
liabilities,  costs and expenses,  including  attorneys' fees and court costs on
account of such loss, damage or injury, provided:

                  3.1.1  PacWest  promptly  notifies  the  Partnership  and  the
insurance  carrier  after PacWest  receives  notice or becomes aware of any such
loss, damage or injury;

                  3.1.2 PacWest and PacWest's employees,  contractors and agents
take no action (such as admission of liability)  which bars the Partnership from
obtaining  any  protection  afforded by any policy the  Partnership  may hold or
which  prejudices the  Partnership in its defense of a claim based on such loss,
damage or injury; and

                  3.1.3  Such loss,  damage or injury  does not arise out of any
gross  negligence,  willful  misconduct  or  breach  of  obligation  under  this
Agreement by PacWest or its employees,  officers or directors or out of any acts
performed by PacWest or its employees,  officers or directors  outside the scope
of its authority hereunder.

Subject to the approval of the  appropriate  insurance  carrier,  PacWest  shall
assist the  Partnership in the defense of any claim,  demand or suit arising out
of any such loss, damage or injury.  Nothing herein shall be construed to affect
the general  requirement  of this  Agreement that the Property shall be managed,
operated and maintained in a safe condition and in a proper and careful  manner.
PacWest shall furnish all  information in PacWest's  possession or which PacWest
has access to as requested by the  Partnership  for the purpose of  establishing
the  placement  of  insurance  coverage  and  shall aid and  cooperate  in every
reasonable  way with  respect to such  insurance  and any loss  thereunder.  The
Partnership  shall  include in its hazard  policy  covering  the Property or any
personal  property,  fixtures and equipment  located thereon,  and PacWest shall
include in any fire policies for its furniture, furnishings or fixtures situated
at the Property,  appropriate clauses pursuant to which the respective insurance
carriers  shall waive all rights of  subrogation  with respect to losses payable
under such policies.

         3.2  PacWest's  Insurance.  PacWest  shall  maintain,  at its  expense,
insurance coverage in the following minimum amounts:

                  3.2.1    Workers' Compensation -- Statutory Amount;



<PAGE>


                  3.2.2    Employer's Liability (in those states where it is
required) -- $100,000 minimum;

                  3.2.3    Comprehensive General Liability:

                           a.       $500,000 per person,  $1,000,000 per 
occurrence for bodily injury, and $300,000 property damage or $1,000,000 
combined single limit; and

                           b.       Umbrella coverage of not less than 
$2,000,000, and

                           3.2.4    A fidelity bond acceptable to the Partner-
ship  in an amount  not less than $500,000.

PacWest  shall  furnish  the  Partnership  with  certificates   evidencing  such
coverage, which shall include provisions to the effect that the Partnership will
be given at least thirty (30) days prior written  notice of  cancellation  of or
any material changes in any of such policies.

         3.3 Subcontractors'  Insurance.  PacWest shall require that all parties
performing  work  on  or  with  respect  to  the  Property,  including,  without
limitation,  subcontractors and service vendors,  maintain insurance coverage at
such parties' expense, in an amount  satisfactory to the Partnership;  provided,
however,  such  parties  shall not be required to maintain  insurance in amounts
greater  than the  amounts  listed  below  unless  the work to be  performed  is
sufficiently hazardous to warrant greater amounts:

                  3.3.1    Workers' Compensation -- Statutory Amount:

                  3.3.2    Employer's Liability (in those states where it is
                           required) -- $100,000 minimum;

                  3.3.3    Comprehensive General Liability

                           a.       $500,000  per person and  $1,000,000  per
                                    occurrence  for bodily  injury,  and
                                    $300,000 for property damage or

                           b.       $1,000,000 combined single limit; and

                  3.3.4 A fidelity  bond  acceptable  to the  Partnership  in an
amount not less than $1,000,000.


PacWest  shall obtain and keep on file a  certificate  of insurance  which shows
that each such party is so insured.

4. FINANCIAL REPORTING AND RECORD KEEPING



<PAGE>


         4.1 Books of Account of PacWest.  PacWest shall  maintain  adequate and
separate books and records in connection with the Management, Administration and
Consulting  services,  the entries to which  shall be  supported  by  sufficient
documentation to ascertain that the entries are accurate.

Such books and  records  shall be  maintained  by PacWest at  PacWest's  address
stated herein or at such other  reasonable  location as PacWest may designate in
writing.

         4.2      Partnership Books and Records.

                  4.2.1 PacWest shall prepare and maintain the books and records
set forth in the Partnership Agreement on behalf of the Partnership, which books
and records shall be available to the inspection of the Partnership.  As part of
the books and  records  of the  Partnership,  PacWest  shall  maintain,  without
limitation,   (a)  all   bank   statements,   bank   deposit   slips   and  bank
reconciliations;  (b) detailed  cash  receipts  and  disbursement  records;  (c)
general  ledger listing or list of  disbursements;  (d) all invoices for capital
expenditures and nonrecurring items; (e) summaries of adjusting journal entries;
(f)  copies of paid  bills;  (g)  detailed  trial  balance;  and (h) such  other
documents as are reasonable or appropriate.  In addition, PacWest shall maintain
for  inspection  in its  offices  (or such other  reasonable  location as it may
designate in writing to the Partnership)  supporting  documentation for payroll,
payroll taxes and employee benefits.

                  4.2.2  PacWest  shall exert such control over  accounting  and
financial  transactions  as is  reasonably  prudent and  required to protect the
Partnership's asset's from theft,  negligence or fraudulent activity on the part
of PacWest's  employees or other agents.  Losses arising from such instances are
to be borne by PacWest to the extent not covered by insurance  and shall include
but not be  limited  to:  (a) theft of assets by  PacWest's  employees  or other
agents;  (b)  penalties or loss of discount due to grossly  negligent or willful
delay in payment of bills or invoices;  (c) overpayment or duplicate  payment of
invoices   arising  from  either  fraud  or  negligent  or  willful  error;  (d)
overpayment  of labor costs  arising  from either  fraud or negligent or willful
error; and (e) use of facilities by PacWest's  employees,  contractors or agents
except  as set  forth in the  Business  Plan,  Monthly  Report  or as  otherwise
approved by the Partnership.

         4.3 Annual Reports. PacWest shall furnish reports ("Annual Reports") of
all transactions  occurring from the first day of each calendar year to the last
day of such year.  These reports are to be received by the  Partnership no later
than  twenty  (20)  calendar  days after the end of each year and must show,  as
applicable, all collections,  delinquencies,  uncollectible items, vacancies and
other matters pertaining to Management,  Administration and Consulting  services
during the year.

In addition to the above, Annual Reports shall include,  as applicable,  but not
be limited to a current  detailed rent roll for the Property;  update of ongoing
marketing programs,  including leasing and prospect reports; capital improvement
program status, including details of expenditures and completions;  statement of
income and  expenses  with  variances  from the approved  budget;  and update of
administrative,  brokerage  and  consulting  services  provided.  PacWest  shall
provide  necessary  work papers and supporting  documentation  and assist in the
preparation  of the  annual  audit  if the  Partnership  is  publicly  held  and
financial statements if the Partnership is privately held. Any such annual audit
and financial  statements are to be issued within ninety (90) days after the end
of each fiscal year or as necessary to comply with regulatory requirements.



<PAGE>


         4.4  Accounting  Principles.   All  financial  statements  and  reports
required by the Partnership  will be prepared on an accrual basis, and quarterly
and annual  statements  shall be prepared in accordance with generally  accepted
accounting principles.

         4.5  Partnership's  Property.  All books,  records,  invoices and other
documents  received or generated by PacWest or its agents or employees on behalf
of the Partnership pursuant to or in connection with this Agreement shall be the
property of the  Partnership.  If this  Agreement is terminated  for any reason,
then  PacWest  shall,  within  fifteen  (15)  days of the  Commencement  Date of
termination  of  PacWest's  services,  deliver  to the  Partnership  the  books,
records,  invoices and other  documents  generated or received by PacWest or its
agents or  employees  in  connection  with the  Management,  Administration  and
Consulting services pursuant to this Agreement.

5.       PARTNERSHIP'S RIGHT TO AUDIT

         5.1 Right to  Audit.  The  Partnership  reserves  the right to  conduct
examinations,  by giving twenty-four (24) hours notice to PacWest,  of the books
and records  maintained for the  Partnership by PacWest.  The  Partnership  also
reserves  the right to perform any and all  additional  audit tests  relating to
PacWest's  activities,  provided  such  audit  tests  are  reasonable  under the
circumstances.  Any and all such audits  conducted by the Partnership will be at
the sole expense of the  Partnership and shall take place on a day or days other
than weekends or holidays.

         5.2 Cooperation  and Correction of Errors.  PacWest shall cooperate and
reasonably assist the Partnership and the Partnership's  independent accountants
during such audit.

If the  Partnership or its  independent  accountants  discover  either  material
weaknesses  in  internal  control  or errors in record  keeping,  PacWest  shall
correct such discrepancies  either upon discovery or within a reasonable period.
PacWest shall inform the Partnership, in writing, of the action taken to correct
such audit discrepancies.

6.       BANK ACCOUNTS

         6.1  Partnership  Accounts.  PacWest shall have the right to select all
banks, savings and loan associations or other financial  institutions for any of
the following described accounts; provided, however, all banks, savings and loan
associations  or other financial  institutions  shall be FDIC insured unless the
funds  deposited  are  secured  by  government  securities  or unless  otherwise
authorized by the Partnership to invest in other instruments. All accounts shall
be in the name of the  Partnership  and  shall  name  PacWest  as agent  for the
Partnership.  PacWest shall give written notice to the Partnership of the number
and  location  of  all  of  the  Partnership's  accounts.  If  reasonable,   the
Partnership may direct PacWest to change any depository arrangement with respect
to any account.

                  6.1.1  Partnership  Distribution  Account.  A separate account
will be  opened by  PacWest  for  partnership  distributions  (the  "Partnership
Distribution Account").  PacWest shall pay out of such Partnership  Distribution
Account such  distributions  to the partners as are permitted or required  under
the terms of the  Partnership  Agreement or as directed by the General  Partner.
PacWest shall maintain  detailed records with respect to such  distributions and
shall  provide  to the  Partnership  an annual  statement  with  respect  to the
Partnership Distribution Account.


<PAGE>


                  6.1.2 Special  Purpose  Accounts.  If required by the terms of
any mortgage or loan document,  a separate special purpose account (the "Special
Purpose  Accounts")  shall be  established  by PacWest for such  purposes as are
designated in the mortgage or loan documents.

         6.2 Transfers Between Accounts. PacWest may transfer funds between such
accounts as are established on behalf of the Partnership. PacWest shall maintain
detailed records with respect to any such transfer.

7.       PAYMENT OF EXPENSES AND OF PERSONNEL

         7.1 Costs Eligible for Payment From Operating  Account.  PacWest shall,
without the necessity of obtaining the  Partnership's  written consent,  pay the
following  expenses  directly  from the  Operating  Account to the  extent  such
expenses are directly related to the Management,  Administration  and Consulting
services,  subject to any and all  limitations  and conditions set forth in this
Agreement, the Business Plan or the Partnership Agreement:

                  7.1.1 Costs to correct  any  violation  of Federal,  state and
municipal laws, ordinances, regulations and orders relative to the leasing, use,
repair and maintenance of the Property, or violations of any rules,  regulations
or orders of the local Board of Fire Underwriters or similar body, provided such
costs are not the result of the negligence, willful misconduct or breach of this
Agreement by PacWest or its employees, officers or directors.

                  7.1.2  Actual  and  reasonable  costs of making  all  repairs,
decorations  and  alterations  to the  Property,  provided  such cost is not the
result of the gross negligence,  willful  misconduct or breach of this Agreement
by PacWest or its employees or officers.

                  7.1.3 Costs incurred by PacWest in connection with all service
agreements.

                  7.1.4  Reasonable legal fees of attorneys other than attorneys
who are employees of PacWest.

                  7.1.5    Cost of capital expenditures on the properties.

                  7.1.6 Cost of printed checks for each bank account required by
the Partnership.

                  7.1.7    Leasing commissions and consultant fees.

                  7.1.8  All  property  operating  expenses  (including  without
limitation  and the cost of utility  service,  property  taxes,  insurance,  and
service contracts) and mortgage debt service.

                  7.1.9 Cost of advertising, and any special postage charges.

                  7.1.10 Cost of printed forms and supplies  required for use at
the Property or otherwise in connection with the Management,  Administration  or
Consulting services.

                  7.1.11 Incidental  out-of-pocket expenses incurred in any sale
or refinance transaction.


<PAGE>


                  7.1.12   Cost of tax appeal services.

                  7.1.13  Cost of audit or tax return  services  provided by the
independent accountants.

                  7.1.14  Costs of  salaries,  expenses  and  travel  for  field
management and maintenance personnel.

                  7.1.15 All other reimbursable costs specifically designated as
such  in  writing  by the  Partnership  or as set  forth  in the  Business  Plan
including without limitation  reimbursement of the General Partners for expenses
incurred by the General  Partners  normally  reimbursable  under the Partnership
Agreement.

                  7.1.16 Any amounts to be paid to PacWest  pursuant to Sections
10.1.1 or 10.1.2 may be paid from the Operating Account.

         7.2 Non-Reimbursable  Costs. Except as otherwise  specifically provided
for in this Agreement,  the following expenses or costs incurred by or on behalf
of PacWest in connection  with the  Management,  Administration  and  Consulting
services  shall be at the sole  cost and  expense  of  PacWest  and shall not be
reimbursed by the  Partnership,  unless the Partnership has consented in writing
to such  expense  or  cost,  which  consent  may be  given  or  withheld  in the
Partnership's sole and absolute discretion:

                  7.2.1 Reimbursement for services for which PacWest is entitled
to compensation by way of a separate fee.

                  7.2.2 Cost of entertainment except as related to the promotion
or marketing of Property and to investor or broker relations.

                  7.2.3  Non-field  office  employees   training   expenses  and
recruiting fees.

                  7.2.4  Costs   attributable   to  losses  arising  from  gross
negligence, willful misconduct, fraud or breach of this Agreement on the part of
PacWest, PacWest's employees, officers or directors.

         7.3  Allocation of Costs and Expenses.  In each instance  where PacWest
incurs a cost or expense for Management,  Administration and Consulting services
which benefit the Partnership and an asset owned by another entity, a portion of
such cost or expense shall be charged to the account of the Partnership on a pro
rata equitable basis.

80       AUTHORIZED AND UNAUTHORIZED ACTIVITIES



<PAGE>


         8.1 Authorized Activities. Subject to any conditions and/or limitations
specified in this  Agreement,  the Business Plan, the  Partnership  Agreement or
loan  documents,  PacWest shall be permitted to undertake any of the  activities
listed below without  obtaining the written consent of the  Partnership.  In all
other instances,  PacWest shall be required to obtain the Partnership's  written
consent  before   undertaking  any  activity  in  connection  with   Management,
Administration and Consulting services.  The Partnership may amend the following
list in its reasonable discretion.

                  8.1.1 Enter into, renew and maintain contracts for utilities.

                  8.1.2 Collect  rent,  expense  reimbursement  and other income
generated from the Property and other assets of the Partnership.

                  8.1.3 Keep records and develop a record-keeping system.

                  8.1.4  Arrange  or  contract  for  printing,  duplicating  and
mailing services in connection with all reports and report preparation and other
communications with the Partnership.

                  8.1.5 Open bank  accounts,  make deposits  therein,  and issue
checks thereon.

                  8.1.6 Pay bills and loan or mortgage payments.

                  8.1.7  Obtain and verify  bills for real  estate and  personal
property taxes and improvement  assessments and appeal  assessments on behalf of
the Partnership or delegate to an retain a third party to do so.

                  8.1.8 Arrange or contract for  day-to-day  maintenance  of the
Property.

                  8.1.9 Provide  office space and  facilities for field property
management and maintenance  personnel and those positions  permitted pursuant to
the Partnership Agreement.

                  8.1.10   Purchase office supplies.

                  8.1.11 Purchase supplies and services necessary for repair and
maintenance of the Property.

                  8.1.12  Comply  with  federal,  state and local  laws,  rules,
orders and ordinances including filing of all reports.

                  8.1.13 Locate tenants to fill vacancies  through  advertising,
real estate brokers or rental agencies.

                  8.1.14 Select  tenants which are, in PacWest's  best judgment,
appropriate  to  fit  in  with  existing   tenants  and  check  their  financial
qualifications for indications of likely continuous, problem-free rental income.

                  8.1.15   Deal with tenant complaints.

                  8.1.16   Prepare and execute leases.

                  8.1.17 Prepare rental units for new tenant occupancy.



<PAGE>


                  8.1.18 Develop and execute a program of property improvements,
alterations and modernization.

                  8.1.19 Hire on behalf of PacWest and  supervise  personnel  to
staff and maintain the Property.

                  8.1.20 Receive estimates and negotiate  contracts with outside
maintenance people and independent contractors.

                  8.1.21 Commence suits for rent or for use and occupancy of the
Property (or any portion  thereof) or commence  suits for recovery of possession
of the Property (or any portion thereof) and where and to the extent provided by
law, terminate leases and lock out tenants.

                  8.1.22 Hire and/or  terminate  management  companies and other
service vendors.

                  8.1.23   Delegate authority to sub-agents or employees.

         8.2  Unauthorized   Activities.   The  following  activities,   without
limitation,  shall in no event be undertaken by PacWest  without first obtaining
the written consent of the Partnership  which consent may be obtained by General
Partner approval of matters covered under the Business Plan.

                  8.2.1 List for sale, sell or purchase real property.

                  8.2.2  Sell or  purchase  any  Partnership  asset  with a fair
                  market  value in  excess of  ($5,000).  8.2.3  Consummate  the
                  refinancing,  refinance or restructure any  Partnership  loan,
                  except in
accordance with Section 10.1.1 of this Agreement.

                  8.2.4  Discontinue  any loan payments or take any other action
or omit to take any action constituting a default under a loan document.

                  8.2.5    Pledge any Partnership asset as collateral.

                  8.2.6    Make,  execute or deliver for the  Partnership  any
 guaranty,  indemnity  bond or surety bond.

                  8.2.7 Make, execute or deliver any general assignments for the
benefit of creditors.

                  8.2.8  Assign,  transfer,  pledge,  compromise  or release any
Partnership  claim  except  for full  payment  or arbitrate  or  consent to  the
arbitration of any disputes or controversies.

                  8.2.9    Do any act in contravention of this Agreement.

                  8.2.10  Do  any  act  in   contravention  of  the  Partnership
Agreement or Certificate of Limited Partnership.



<PAGE>


                  8.2.11 Do any act which would make it  impossible  to carry on
the Partnership business.

                  8.2.12   Confess a judgment against the Partnership.

                  8.2.13  Possess  Partnership  property or assign the rights of
the Partnership in assets.

                  8.2.14  Commingle  Partnership  funds  with those of any other
person.

                  8.2.15   Borrow any amount on behalf of the Partnership or any
General Partners except pursuant to Section 10.2 hereof.

         8.3 Limits of Power of Attorney.  To  facilitate  the  rendition of the
Management,  Administration and Consulting services by PacWest,  the Partnership
hereby  constitutes and appoints  PacWest as the  Partnership's  true and lawful
attorney-in-fact,  in the  Partnership's  name,  place  and  stead  and  for the
Partnership's  use and  benefit,  to do those  activities  expressly  authorized
herein and to prepare and file all applicable  filings,  statements and records.
The foregoing grant of authority is a special power of attorney  coupled with an
interest,  is irrevocable and may be exercised by the  attorney-in-fact  in such
form and manner as the  attorney-in-fact  deems appropriate  including,  without
limitation,  by signature or facsimile signature of the attorney-in-fact  acting
for the Partnership.

The  Partnership  shall  execute  on behalf of the  Partnership  and  deliver to
PacWest  within ten (10) days after the  Commencement  Date, a limited  power of
attorney  in  recordable  form  including  the  foregoing  powers  and,  without
limitation,  an  express  power to open  bank  accounts  and make  deposits  and
withdrawals  therefrom in the name,  and on behalf,  of the  Partnership  and to
bring all  prosecute  on behalf of the  Partnership  tax  appeals and obtain all
information  about  the  Partnership  and  its  assets  from  taxing  and  other
governmental authorities.

9.0       INDEMNIFICATION AND COOPERATION

         9.1      Indemnifications.



<PAGE>


                  9.1.1  Indemnification  by PacWest.  PacWest  hereby agrees to
save  and  hold  the  General  Partners  executing  this  Agreement,  and  their
respective officers, directors, shareholders and general partners (collectively,
"Related  Parties")  harmless and defend and indemnify them from and against any
claim  which  may be made  against  any of them  (including  without  limitation
reasonable  attorneys'  fees and other costs and expenses  incident to any suit,
action or  proceeding)  arising out of or resulting  from (i) the operation from
and after the Commencement Date of each  Partnership,  to the extent caused by a
grossly  negligent  act or omission of PacWest,  expressly  excluding,  however,
liability  arising from acts or omissions of the General Partners or the Related
Parties.  PacWest  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 it 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 PacWest  shall have  received  the consent of the  indemnitees  to the
proposed action, which consent will not be unreasonably withheld.

         Notwithstanding the foregoing or any other provision of this Agreement,
no  representation,  warranty,  undertaking  or indemnity is provided under this
Agreement by PacWest to the General  Partners or the Related Parties for matters
occurring  or arising  from acts or  failures  to act prior to the  Commencement
Date.  Neither PacWest nor any of its affiliates shall have any liability to the
General Partners or the Related Parties hereunder as a result of any fluctuation
or  reduction  in the market or cash  value of any  Ownership  Interest  for any
reason  whatsoever  other  than  gross  negligence  or  intentional   misconduct
committed by PacWest or its affiliates.

         9.1.2  Indemnification  by  General  Partners  and  Partnerships.   The
Partnerships,  and 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,  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,  including any deficit
capital  account  payment  obligation  in excess of  $300,000,  arising from the
Partnership of which that Indemnitor was a partner,  or is in any way related by
contract,  arising prior to the  Commencement  Date;  (b)  Indemnitor's  grossly
negligent act or omission in regard to any Partnership occurring or arising from
acts or  failures to act prior to the  Commencement  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 Commencement  Date and shall not apply to
any occurrence on or after the Commencement 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  Commencement  Date,  aware
thereof;  (d) losses,  liabilities or expenses arising from or out of an alleged
violation  of  federal  or state  securities  laws;  or (e) 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.



<PAGE>


         9.2  Cooperation.  Should any  claims,  demands,  suits or other  legal
proceedings  be made or instituted by any person against the  Partnership  which
arise out of any of the matters  relating to the  Partnership or this Agreement,
PacWest  shall give the  Partnership  all  pertinent  information  possessed  by
PacWest and reasonable assistance in the defense or other disposition thereof.

100      CONSIDERATION

         10.1     Compensation to PacWest.

                  10.1.1  Property  Management  Fees.  In  consideration  of the
services rendered by PacWest  hereunder,  the Partnership agrees to pay PacWest,
when and if any  Partnership  has  properties to manage,  in lawful money of the
United States,  a fee for managing the property (the "Property  Management Fee")
in a sum  equal  to 5% of  the  Gross  Rental  Revenue  (defined  below)  of the
Property.

The Property  Management Fee shall be payable  monthly on the basis of the Gross
Rental  Revenue  achieved  as set forth in the  Monthly  Report.  "Gross  Rental
Revenue"  shall refer to all income  collected  by PacWest  from  tenants of the
Property and payable to or for the benefit of the Partnership  (including rental
or business interruption  insurance collected in-lieu of rental income,  expense
pass-through  items such as real property  taxes and  insurance,  and rentals or
fees paid for parking), excluding, however:

                           a.       Security  deposits,  until such  deposits  
                                    are  applied as rental  income  upon
                                    termination of a lease;

                           b.       Rents paid in advance of the date such rents
                                    are due, until the date on which such 
                                    payments are due as rent;

                           c.       Monies collected for capital items which are
                                    paid for by tenants;

                           d.       Interest on bank accounts maintained with 
                                    respect to the Property;

                           e.       Settlements  or  recoveries  in judicial
                                    proceedings  representing  other than 
                                    compensation for lost rental;

                           f.       Any income  constituting  debt service on a 
                                    tenant improvement loan.



<PAGE>


                  10.1.2  Asset  Administration  Fee. In  consideration  for the
services rendered by PacWest  hereunder,  the Partnership fee for administration
of the  Partnership  and its assets in the  amounts  set forth in regard to each
Partnership is set forth on Exhibit E attached hereto.  Said fees are payable in
advance,  quarterly,   commencing  on  the  commencement  Date.  For  the  Asset
Administration  Fees,  PacWest is required to provide  the  following  specified
services  to  the   Partnership:   (i)  Portfolio   Management   Services  (cash
management),  Partnership  business plans,  partnership long range  forecasting,
review and approval of property  budgets,  supervision  of property tax appeals,
annual  Partnership  and  property  valuations,  loan  administration,  mortgage
receivable   servicing,   lease  analysis  and  review,  risk  management,   and
disposition   timing  analysis;   (ii)  Investors   Services   (preparation  and
distribution  of K-l's,  preparation  and  distribution  of quarterly and annual
reports,  communications  (telephone  and written)  processing  of  distribution
payments,  maintenance  of investor and account  executive  database;  and (iii)
Accounting  Services  (preparation  and filing with the  Securities and Exchange
Commission  of Forms  10-K,  10-Q  and  8-K,  preparation  of  annual  financial
statements,  coordination  of audit  and  preparation  of all  audit  schedules,
preparation  of income tax schedules and  coordination  of tax returns,  monthly
Partnership financial statements, routine loan administration). Reimbursement of
the following  costs shall be paid to PacWest by the  Partnership in addition to
the Asset  Administration  Fees  described  in  Exhibit  E hereto.  The costs of
specific  Partnership-related  items provided by unaffiliated third parties (for
example,  printing  and  postage  for mass  mailings)  shall also be  separately
reimbursed to PacWest by the Partnership.

                  10.1.3  Reimbursable  Employee Costs.  The  Partnership  shall
reimburse  PacWest out of the Operating  Account for the costs of gross salaries
and  wages  or pro  rata  share  thereof,  payroll  taxes,  insurance,  workers'
compensation,  travel,  all office expenses,  and other fringe benefits of those
field property  management  and  maintenance  personnel of PacWest  engaged with
respect to the Property and personnel who provide services  customarily provided
at the Property.

If any field  property  management  or  maintenance  personnel  of  PacWest  are
independent  contractors  of  PacWest,  then  the  Partnership  shall  similarly
reimburse PacWest for those independent  contractors engaged with the respect to
the Property who provide such  services.  The  employees'  salaries and costs of
independent  contractors  of PacWest  which  constitute  reimbursable  operating
expenses shall be allocated between the Partnership in accordance with the terms
of the Partnership  Agreement and all other  partnerships  and/or other entities
benefiting from the services of such employees on a pro rata equitable basis.

                  10.1.4  Participation  Fee. As further  consideration  for the
services  rendered  and the funds to be advanced by PacWest  hereunder,  PacWest
shall receive a Participation  Fee to be paid by the Partnerships  upon the sale
of a Property by a Partnership. The Participation Fee for each property shall be
as set forth on Exhibit F hereto.

                  10.1.5  Joint  Ventures.  References  herein  to the  property
acquired,   owned  or  disposed  of  by  the   Partnership   shall  include  the
Partnership's  interest  from  time to time in any  property  held by any  joint
venture,  partnership  or  other  entity  or  form of  ownership  in  which  the
Partnership has an interest ("Partnership's Share in Property").

Without limiting the generality of the foregoing,  the property  management fee,
asset  administration  fee,  transaction fee,  refinancing fee and any other fee
which may become  payable to PacWest  shall  apply to and be based upon not only
any wholly owned property,  but also the Partnership's  share in property to the
extent of and in proportion to such Partnership's Share in Property.

                  10.1.6  Accrual Upon Change in Manager.  If PacWest  ceases to
serve under this  Agreement  for the  Partnership  as of any day for any reason,
PacWest shall be entitled to receive and retain all fees and reimbursements with
respect to the  Partnership  which have been  earned and as to which  PacWest is
entitled to payment as of the Commencement Date of the termination, irrespective
of the date on which the date on which the fee or reimbursement is effected.

         10.2 Obligations of PacWest.  In addition to the other  obligations and
duties of PacWest described herein, PacWest shall also be obligated as follows:



<PAGE>


                  10.2.1 Loans. To assure the  maintenance  and  preservation of
the Partnerships' assets,  PacWest will provide to the Partnerships loans in the
aggregate  amount  of up to  $2,500,000  (the  "Loans"),  which  Loans  will  be
disbursed to the  Partnerships  in the amounts and for the uses and purposes set
forth  in the  Business  Plan.  The  Loans  will  be  secured  by the  borrowing
Partnerships'  assets under the following terms and conditions,  pursuant to the
form of promissory note (the "Note") and Deed of Trust set forth respectively as
Exhibits G and H hereto:

                           (a)      Interest  on  such  Note  shall  be  paid at
                                    the rate of 12% per  annum,  payable monthly
                                    in arrears;

                           (b)      Principal  on such Note shall be paid solely
                                    from the sale proceeds  and/or a refinancing
                                    of a property  which secures the Note, or if
                                    this Agreement is terminated prior to such a
                                    sale,  pursuant to Sections 11.3 and/or 11.7
                                    hereof;

                           (c)      The  maximum   amount  of  a  Loan  for  any
                                    Partnership shall not exceed a loan-to-value
                                    ratio  of fifty  percent  (50%);  i.e.,  the
                                    amount of funds  loaned  to any  Partnership
                                    shall be secured by properties  owned by the
                                    Partnership  valued at an amount  determined
                                    in good  faith by  PacWest  and the  General
                                    Partner thereof, which is equal to twice the
                                    amount of the Loan, unless PacWest agrees in
                                    writing to a higher loan-to-value ratio;

                           (d)      The Loans  shall be  secured by a first deed
                                    of  trust  on the  properties  which  act as
                                    security for such Loans; and

                           (e)      The Loans  shall be repaid in full  prior to
                                    the making of any  distributions of any type
                                    by the borrowing  Partnership  to any of its
                                    Partners   or   the    redemption   of   any
                                    Partnership interest.

PacWest,  at its option,  may fund the Loans  directly or may secure third party
financing for the Loans;  provided,  however,  that if third party  financing is
obtained by PacWest,  PacWest will guarantee such Loan so that the  Partnerships
will have no risk of repayment to the third party lender.

11.0      TERMINATION

         11.1  Termination.  This  Agreement  shall remain in effect,  except as
otherwise proved herein, until the winding up, termination or dissolution of the
Partnership  has  been  completed.  This  Agreement  is  severable  and  may  be
terminated as set forth in this Article 11 as to any of the Partnerships  listed
in Schedule A hereto without affecting the continued  validity of this Agreement
as to the remaining partnerships.



<PAGE>


         11.2  Termination by the  Partnership  for Cause.  The General  Partner
shall have the right to terminate  this  Agreement  at any time with cause.  For
purposes of this Section,  "cause" shall mean the  occurrence of any one or more
of the following events: (a) cessation on the part of PacWest to do business or,
if required by law,  to qualify to do  business;  (b) failure of PacWest to deal
with and account for Partnership  funds in a commercially  reasonable and honest
manner, if such default continues for a period of thirty (30) days after written
notice  thereof is given by the General  Partner to PacWest;  provided  however,
that if a default is curable  only  within a period of time  longer  than thirty
(30) days, then "cause" shall not have occurred  hereunder  unless PacWest fails
to commence to cure the default  with due  diligence  within the thirty (30) day
period  or  thereafter  fails to  prosecute  said  cure to  completion  with due
diligence within a reasonable  period of time; (c) the occurrence of any default
in the  performance of any material  covenant or agreement of PacWest  contained
herein, if such default continues for a period of thirty (30) days after written
notice  thereof is given by the General  Partner to PacWest;  provided  however,
that if a default is curable  only  within a period of time  longer  than thirty
(30) days, then "cause" shall not have occurred  hereunder  unless PacWest fails
to commence to cure the default  with due  diligence  within the thirty (30) day
period  or  thereafter  fails to  prosecute  said  cure to  completion  with due
diligence within a reasonable  period of time; (d) the performance by PacWest of
any act with  respect to the  Property  which is outside the scope of  PacWest's
rights or  obligations  hereunder,  unless  authorized by the  Partnership.  The
events of cause  described in subsection (a) above,  shall, at the sole election
of the General Partner,  effect an immediate  termination of this Agreement upon
thirty (30) days written notice to PacWest,  provided  PacWest does not,  within
such notice period, qualify to do business or recommence business or correct any
failure to deal with the  accounts as  described  so as to result in no economic
detriment to the Partnership.

Termination  for an event of cause  enumerated in subsections  (b) and (c) above
shall be effected  immediately  upon the  General  Partner's  written  notice of
termination  to  PacWest.  With  respect  to any  event of cause  enumerated  in
subsection  (d), the  Partnership  shall give  written  notice to PacWest of the
alleged  occurrence  of such event of cause.  Within  five (5) days  thereafter,
PacWest  shall  either cure the  alleged  event of cause,  or shall  provide the
Partnership with written notice that PacWest disputes the existence of the event
of cause,  giving PacWest's reason.  Failure of PacWest to provide the notice as
specified herein shall permit the Partnership to effect immediate termination of
this  Agreement  upon  the  Partnership's  written  notice  to  PacWest  of such
termination.

         11.3 Termination by the Partnership  Without Cause. The General Partner
shall have the right to terminate this Agreement with respect to any Partnership
at any time without cause by providing  PacWest with a 90-day  written notice of
termination for the terminating  Partnership.  During the 90-day period, PacWest
shall continue to provide its services under this Agreement and shall assist the
General  Partner and any new manager with  whatever is  reasonably  necessary to
insure a smooth management  transition.  During the 90-day period, PacWest shall
continue to be paid all of its fees set forth in this  Agreement  and shall also
be entitled to the  liquidated  damages set forth in Section 11.7  hereof.  Upon
receipt of the 90-day  written  notice,  PacWest  shall no longer be required to
provide  for or make any  further  Loans  under  Section  10.2.1  hereof  to the
terminating  Partnership,  and the  principal  of any Loans  previously  made by
PacWest (but not third party Loans secured by PacWest)  shall be due and payable
by the terminating  Partnership  three years from the date of the 90-day written
notice, with monthly payments of interest thereon,  commencing 30-days after the
90-day written notice.



<PAGE>


         11.4 Termination by PacWest.  PacWest shall have the right to terminate
this  Agreement in  accordance  with this  Section in the event the  Partnership
fails to pay PacWest any fee or reimbursement  provided for herein or to perform
any material obligation under this Agreement.  PacWest shall give written notice
to the Partnership of the Partnership's  failure to pay any fee or reimbursement
to PacWest or to perform any material  obligation  under this Agreement.  Within
fifteen  (15) days  thereafter,  the  Partnership  shall  either pay PacWest the
requisite  fee or  reimbursement  or perform  the  obligation  in  question,  as
appropriate,  or shall provide  PacWest with written notice that the Partnership
disputes that the fee,  reimbursement or performance is due PacWest,  giving the
Partnership's  reason.  Failure of the  Partnership to provide  PacWest with the
fee,  reimbursement  or performance or to provide the notice as specified herein
shall permit  PacWest to effect  immediate  termination  of this  Agreement upon
PacWest's written notice to the Partnership of such termination.

         11.5 Final  Accounting.  Upon  termination of this  Agreement,  PacWest
shall deliver to the  Partnership  the following with respect to the Management,
Administration and Consulting services:

                  11.5.1 A final  accounting,  reflecting  the  balances  of the
Partnership's assets,  liabilities,  capital,  income and expense accounts as of
the date of  termination,  to be  delivered  within  thirty (30) days after such
termination.

                  11.5.2  Any  balance  or monies of the  Partnership  or tenant
security  deposits,  or both, held by PacWest with respect to the  Partnership's
assets, to be delivered within fifteen (15) days after such termination.

                  11.5.3 All records,  contracts,  leases, tenant correspondence
files,  receipts for deposits,  unpaid bills and other papers or documents which
pertain to the Partnership and the Partnership's  assets, to be delivered within
fifteen (15) days after such termination.

Upon such termination, the Partnership will assume responsibility for payment of
all approved or authorized unpaid bills.,

         11.6 Obligation to Vacate. Upon termination of this Agreement,  PacWest
shall  promptly  vacate any office  space  provided by the  Partnership  for the
location of PacWest's personnel.

         11.7 Liquidated Damages. In the event that this Agreement is terminated
as to any one or more of the Partnerships at any time prior to the date five (5)
years after the Commencement Date, PacWest shall receive from the Partnership as
to which the termination  occurs the following payments and notices with respect
to the terminating Partnership:

                  11.7.1  Written  notice from the  terminating  Partnership  at
least 90-days prior to the  termination  date during which period  PacWest shall
continue to receive all of the fees and payments due it under this Agreement.

                  11.7.2 If this  Agreement is terminated  for cause pursuant to
Section 11.2 hereof,  PacWest shall not be entitled to any Participation Fee set
forth in Section  10.1.4 hereof.  If this Agreement is terminated  without cause
pursuant to Section 11.3, PacWest shall be entitled to the Participation Fee set
forth in Section  10.1.4  hereof,  as set forth on  Schedule  F hereof  when the
terminating  Partnership  sells  its  properties  or any  interest  in any joint
venture in which a Partnership has participated pursuant to Section 10.5 hereof.


<PAGE>


                  11.7.3 All Loans made by PacWest  shall be subject to the same
terms  and  conditions  as if the  Partnership  had  terminated  this  Agreement
pursuant to Section 11.3 hereof.

120      MISCELLANEOUS

         12.1 Notices. All notices,  demands,  consents and reports provided for
in this Agreement shall be in writing and shall be given to the Partnership's or
PacWest  at the  addresses  set forth  below or at such  other  address  as they
individually may specific thereafter in writing:

PacWest:                            27740 Jefferson Avenue, Suite 200
                                    Temecula, CA 92590
                                    Attention: Dan Stephenson

GENERAL PARTNERS                    TMP Investments, Inc.
AND PARTNERSHIP:                    801 N. Park Center Drive, #235
                                    Santa Ana, CA 92705
                                    Attention: William O. Passo

Such notice or other communications may be mailed by United States registered or
certified mail, return receipt requested,  postage prepaid, and may be deposited
in a United States Post Office or a depository for the receipt of mail regularly
maintained by the post office. Such notices,  demands,  consents and reports may
also be  delivered  by hand,  including  Federal  Express  or  other  recognized
overnight delivery service regularly  providing proof of delivery.  For purposes
of this  Agreement  notices will be deemed to have been  "given"  upon  personal
delivery  hereof or upon the expiration of forty-eight  (48) hours after deposit
in the United States mails as provided above.

         12.2 No Assignment.  This Agreement and all rights  hereunder shall not
be  assignable  by PacWest,  voluntarily  or by  operation  of law,  except to a
Related  Party,  without the prior  written  consent of the  Partnership,  which
consent may be withheld by the  Partnership in its sole and absolute  discretion
in the cause of any other proposed assignment.

         12.3  Consents and  Approvals.  All  consents or approvals  shall be in
writing and shall not be unreasonably withheld unless otherwise specified.

         12.4 Amendments.  Except as otherwise provided, any and all amendments,
additions or deletions to this Agreement  shall be null and void unless approved
by the parties in writing.

         12.5 Headings.  All headings are inserted only for convenience and ease
of reference and are not to be considered in the construction or  interpretation
of any provision of this Agreement.

         12.6 Representations.  PacWest represents and warrants that it is fully
qualified  and  licensed,  to  the  extent  required  by  law,  to  perform  the
Management,  Administration and Consulting  services and all obligations assumed
by  PacWest  hereunder.  PacWest  agrees  to  comply  with all such  laws now or
hereafter in effect.




<PAGE>


         12.7 Time of Essence. Time is of the essence of this Agreement and each
and every term and provision hereof.

         12.8     Governing Law. The  performance and  interpretation  of this 
Agreement shall be controlled by the laws of the State of California.

         12.9 Counterparts. This Agreement may be executed in counterparts, each
of which  shall  be  deemed  an  original,  and all of  which,  together,  shall
constitute one and the same instrument.

         12.10  Attorneys'  Fees.  If any legal  action or other  proceeding  is
brought  for the  enforcement  of this  Agreement,  or in the event of any other
alleged  dispute,  breach or default  arising out of or in connection  with this
Agreement,  the  unsuccessful  party in any such action or dispute shall pay any
and all  costs  and  expenses  incurred  by the  other  party  in  enforcing  or
establishing its rights  hereunder,  including,  without  limitation,  all court
costs and reasonable attorneys' fees.

         12.11 No Third Parties  Benefitted.  This Agreement is made and entered
into for the sole  protection  and benefit of the  Partnership  and PacWest.  No
other persons or entities will have any right of action under this  Agreement or
any right to any funds payable hereunder.

         12.12 Relationship of the Partnership and PacWest.  The Partnership and
PacWest intend that the relationship  between them shall be solely that of owner
and independent  contractor manager for all purposes.  Nothing contained in this
Agreement or its Exhibits  shall be deemed or construed to create a partnership,
tenancy-in-common,  joint tenancy,  joint venture or  co-ownership by or between
the  Partnership  and  PacWest,  or to give  PacWest any equity  interest in the
Partnership or the Partnership's assets.

         12.13 Exhibits. The following exhibits are attached to this Agreement:

         Exhibit  A  -  General  Partner  and  Partnership   List  Exhibit  B  -
         Description of Partnership Property Exhibit C - Business Plan Exhibit D
         - Transition Agreement Exhibit E - Asset Administration Fee Exhibit F -
         Participation  Fee  Payable to PacWest  Exhibit G - Form of  Promissory
         Note Exhibit H - Form of Deed of Trust

         IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of the date first written above.

PACWEST Inland Empire, LLC

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


<PAGE>




GENERAL PARTNERS:

         The undersigned hereby join in the above Agreement.

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


TMP BLOOMINGTON II, LTD.
By: Its General Partner
 TMP INVESTMENTS, INC.

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


<PAGE>


TMP INLAND EMPIRE II, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP INLAND EMPIRE III, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP INLAND EMPIRE IV, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP INLAND EMPIRE V, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP INLAND EMPIRE VI, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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


<PAGE>


TMP INLAND EMPIRE VII, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP TUSCANY OAKS, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP LAND FUND, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP LAND MORTGAGE FUND, LTD. By: Its General Partner
 TMP INVESTMENTS, INC.

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

TMP MORTGAGE INCOME PLUS, L.P. By: Its General Partner
 TMP INVESTMENTS, INC.

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


<PAGE>


                                    EXHIBIT A

                      General Partners and Partnership List



                   Partnerships                       General Partner

TMP Bloomington II LTD,                 William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.


TMP Inland Empire II LTD,               William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Inland Empire III LTD,              William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Inland Empire IV LTD,               William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc..

TMP Inland Empire V LTD,                William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Inland Empire VI LTD,               William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Inland Empire VII LTD,              William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Tuscany Oaks LTD,                   William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Land Fund LTD,                      William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Land Mortgage Fund LTD,             William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

TMP Mortgage Income Plus LTD,           William O. Passo, Anthony W. Thompson, 
a California limited partnership        Scott E. McDaniel of TMP Properties, a 
                                        California General Partnership and TMP
                                        Investments Inc.

<PAGE>


                                    EXHIBIT B

                       Description of Partnership Property



Partnerships                      Location                      Acres     Zoning


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

<PAGE>


                                    EXHIBIT F

                      Participation Fee Payable to PacWest1


                                            Amount of
                                           -Subordinated
                       Partnership         ticipation Fee


TMP BLOOMINGTON II                             9%

TMP INLAND EMPIRE II                           10%

TMP INLAND EMPIRE III                          14%

TMP INLAND EMPIRE IV                           14%

TMP INLAND EMPIRE V LTD                        15%

TMP INLAND EMPIRE VI LTD                       12%

TMP INLAND EMPIRE VII LTD                      14%

TMP TUSCANY OAKS LTD                           15%

TMP LAND FUND LTD                              12%

TMP LAND FUND LTD                              12%

TMP LAND MORTGAGE FUND LTD.
     1.   San Jacinto Residential              13%
     2.   C-1 NEC Newport and Bradley Rd       13%
     3.   45 R-1 Newport and Bradley Rd        3%*
     4.   Sunset Ave. & Interstate 10          13%
     5.   Remington Hills J.V.                 3%*
     6.   PepperTree J.V.                      3%*


TMP MORTGAGE INCOME PLUS, LTD.
     1.   Maple Bus. Ctr Bellflower            14%
     2.   Rancho Cucamonga J.V.                3%*
     3.   Elsinore 73 Ac. Wasson Canyon        14%

*Calculated with reference to controlled la

Above percentages shall be applied to net partnership sales proceeds which shall
be  calculated  by  taking  the  net  property  sale  proceeds  payable  to  the
Partnership  after  paying all loans,  all  interest,  all unpaid  taxes and the
closing  costs and  commissions  and  deducting  all asset  administration  fees
previously paid to the Partnership.


         1        A 12% non-subordinated  participation fee will be paid for any
                  Partnership Property not described in Exhibit B.




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