SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 ______________

                                   SCHEDULE TO
                                (Amendment No. 4)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Income Growth Partners, Ltd. X
- --------------------------------------------------------------------------------
                       (Name of Subject Company [Issuer])

                       Everest Investors 10, LLC (offeror)
- --------------------------------------------------------------------------------
                    Everest Properties II, LLC (other person)
                                (Filing Persons)

                 Original Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
- --------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                              Christopher K. Davis
- --------------------------------------------------------------------------------
                           Everest Properties II, LLC
                          155 N. Lake Ave., Suite 1000
                               Pasadena, CA 91101
                            Telephone (626) 585-5920
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
   Transaction Valuation: $3,678,150(1)      Amount of Filing Fee: $735.63(2)
- --------------------------------------------------------------------------------

(1)  Calculated  as the  product  of the number of  Original  Units on which the
     Offer is made and the gross cash price per Original Unit.

(2)  Previously paid.

[ ]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously  paid.
     Identify the previous filing by registration  statement number, or the Form
     or Schedule and the date of its filing.

     Amount previously paid:  Not Applicable      Filing party:  Not Applicable
     Form or registration no.:  Not Applicable    Date filed:  Not Applicable

[ ]  Check box if the filing relates solely to preliminary communications made
     before the commencement of a tender offer.

     Checkthe appropriate boxes below to designate any transactions to which the
     statement relates:
     [X] third-party tender offer subject to Rule 14d-1.
     [ ] issuer tender offer subject to Rule 13e-4.
     [ ] going-private transaction subject to Rule 13e-3.
     [ ] amendment to Schedule 13D under Rule 13d-2.

     Check the  following box if the filing is a final  amendment  reporting the
     results of the tender offer: [X]



     This Amendment  No. 4 amends and  supplements the Tender Offer Statement on
Schedule TO,  including  all  amendments  to date (the  "Schedule  TO") filed by
Everest  Investors 10,  LLC  ("Everest  10" or the  "Purchaser"),  a  California
limited  liability  company,  to purchase up to 5,650 original units  ("Original
Units") of limited partnership interests in Income Growth Partners,  Ltd. X (the
"Partnership"),  as set forth in the Schedule TO. Capitalized terms used but not
defined herein have the meaning  ascribed to them in the Offer to Purchase filed
as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase").

ITEM 8.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         Item 8 is hereby supplemented as follows:

     The Offer expired  pursuant to its terms at 5:00 p.m., Los Angeles time, on
Monday,  January 6, 2003. The Purchaser  received  1,072.75  Original Units that
were validly tendered and not withdrawn, all of which were accepted for payment.
Once the Partnership has confirmed that the Original Units have been transferred
to the Purchaser, as a result of the Offer, the Purchaser will own approximately
8.8% of the outstanding  Original Units. An affiliate of the Purchaser,  Everest
Properties,  Inc., owns 205 Original Units (1%), which were acquired pursuant to
an offer made on November 26, 2001.


                                    SIGNATURE


     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:  February 13, 2003



                                     EVEREST INVESTORS 10, LLC
                                     By: EVEREST PROPERTIES II, LLC,
                                         Manager


                                         By:  /S/ DAVID I. LESSER
                                              ------------------------
                                              David I. Lesser
                                              Executive Vice President



                                     EVEREST PROPERTIES II, LLC


                                     By: /S/ DAVID I. LESSER
                                         ------------------------
                                         David I. Lesser
                                         Executive Vice President