AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF SIERRA PACIFIC DEVELOPMENT FUND II Section 11.2 of the Partnership Agreement is amended to read as follows: "11.2 Sales and Leases to the General Partners. The Partnership shall not sell or lease any...

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                                                                  Exhibit 10.23




                                   AMENDMENT
                                      TO
                       AGREEMENT OF LIMITED PARTNERSHIP
                     OF SIERRA PACIFIC DEVELOPMENT FUND II



Section 11.2 of the Partnership Agreement is amended to read as follows:

         "11.2    Sales and Leases to the General Partners. The Partnership
         shall not sell or lease any property to the General Partners or their
         Affiliates; provided that the foregoing shall not apply to the
         proposed merger, sale or other transfer of properties in connection
         with the consolidation as described in the Proxy/Consent Solicitation
         Statement of the Partnership dated [_]."