JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on
Schedule 13D, dated June 16, 1997 (the "Schedule 13D"), with
respect to the Units of Limited Partnership Interest of HIGH CASH
PARTNERS, L.P., a Delaware limited partnership, is, and any
amendments thereto executed by each of us shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(f)(1) under the Securities and Exchange Act of 1934, as
amended, and that this Agreement shall be included as an Exhibit to
the Schedule 13D and each such amendment. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13D
and any amendments thereto, and for the completeness and accuracy
of the information concerning itself contained therein. This
Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 16th day of June, 1997.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PEMBROKE CAPITAL II LLC
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member