NOONEY INCOME FUND LTD II L P, PRER14A, 1995-05-02

NOONEY INCOME FUND LTD II L P
PRER14A, 1995-05-02
REAL ESTATE

Previous: PRESIDENTIAL MORTGAGE CO, 10-Q, 1995-05-02

Next: GALLERY OF HISTORY INC, 10QSB, 1995-05-02

<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 3)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NOONEY INCOME FUND LTD. II, L.P.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

LIMITED PARTNERSHIP INTERESTS
- -------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

19,221 UNITS OF LIMITED PARTNERSHIP INTERESTS
- -------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

$7,190,000
- -------------------------------------------------------------------------------

<PAGE> 2

(4) Proposed maximum aggregate value of transaction:

$7,190,000
- -------------------------------------------------------------------------------

(5) Total fee paid:
$1,438
- -------------------------------------------------------------------------------

[X] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

<PAGE> 3

Preliminary Copy

NOONEY INCOME FUND LTD. II, L.P.

May __, 1995

Dear Limited Partner:

The enclosed materials solicit your consent on a proposed amendment to the
Amended and Restated Agreement of Limited Partnership of Nooney Income Fund
Ltd. II, L.P. to enable the Partnership to purchase certain interests in three
properties in which the Partnership currently owns the remaining interests.
The interests proposed to be acquired are: (i) a 50% interest in Countryside
Executive Center, of which the Partnership currently owns the remaining 50%,
(ii) a 55% interest in NorthCreek Office Park, of which the Partnership
currently owns the remaining 45%, and (iii) a 55% interest in Wards Corner
Business Center, of which the Partnership currently owns the remaining 45%.
Following the acquisition, the Partnership will own 100% of such properties.
The property interests are proposed to be acquired from St. Louis Investment
Properties, Inc., a subsidiary of The Boatmen's National Bank of St. Louis,
which acquired the interests from Nooney Income Fund Ltd. III, L.P. The
Partnership intends to borrow $7,190,000 (representing 100% of the purchase
price) from Boatmen's and to grant the bank a first mortgage on the properties
to secure payment of the loan. The Partnership Agreement currently prohibits
the Partnership from borrowing money, on a secured or unsecured basis, in
connection with the acquisition of property. Thus, the proposed acquisition
requires an amendment to the Partnership Agreement, which requires the consent
of the Limited Partners.

The proposed amendment and acquisition are described in more detail in the
Consent Statement accompanying this letter, which you are encouraged to read
carefully. In particular, certain risks associated with the transaction and
certain interests of affiliates of the Partnership in the transaction are
described in the Consent Statement under the captions "SPECIAL FACTORS--Risks
Associated with the Transaction" and "--Interests of Certain Persons in the
Transaction."

Your consent to the proposed amendment is being solicited on behalf of the
Partnership by the General Partners. The General Partners believe the
acquisition of the property interests is in the best interests of the
Partnership and therefore recommend that you consent to the amendment to the
Partnership Agreement.

Sincerely,
NOONEY INCOME FUND LTD. II, L.P.

Gregory J. Nooney, Jr.
General Partner

Nooney Income Investments Two, Inc.
General Partner

By: Gregory J. Nooney, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
CONSENT STATEMENT
NOONEY INCOME FUND LTD. II, L.P.

TABLE OF CONTENTS
Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Reasons for the Transaction. . . . . . . . . . . . . . . . . . . . . . . 7
Risks Associated with the Transaction. . . . . . . . . . . . . . . . . . 8
Leverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Possible Decline in the Value of the Properties . . . . . . . . . . 8
Interests of Certain Persons in the Transaction. . . . . . . . . . . . . 9

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
The Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . 10
The Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Proposed Amendment to the Partnership Agreement. . . . . . . . . . . . . 11
Reasons for the Transaction. . . . . . . . . . . . . . . . . . . . . . . 12
Risks Associated with the Transaction. . . . . . . . . . . . . . . . . . 14
Leverage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Possible Decline in the Value of the Properties . . . . . . . . . . 15
Description of the Acquisition Properties. . . . . . . . . . . . . . . . 16
Countryside Executive Center. . . . . . . . . . . . . . . . . . . . 16
NorthCreek Office Park. . . . . . . . . . . . . . . . . . . . . . . 17
Wards Corner Business Center. . . . . . . . . . . . . . . . . . . . 17
Certain Lease, Rental and Financial Information . . . . . . . . . . 19
Certain Tax and Depreciation Information. . . . . . . . . . . . . . 22
Terms of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . 24
Summary of the Terms of the Acquisition . . . . . . . . . . . . . . 24
Summary of the Terms of the Financing . . . . . . . . . . . . . . . 25
Interests of Certain Persons in the Transaction. . . . . . . . . . . . . 26
Recommendations of the General Partners. . . . . . . . . . . . . . . . . 27
Appraisals of the Acquisition Properties . . . . . . . . . . . . . . . . 28
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Valuation Analysis. . . . . . . . . . . . . . . . . . . . . . . . . 28
Possible Decline in the Market Value of the Acquisition Properties. 29
Compensation; Other Relationships . . . . . . . . . . . . . . . . . 29
Lack of Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . 30

FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Pro Forma Consolidated Balance Sheet December 31, 1994 . . . . . . . . . 31
Pro Forma Consolidated Statement of Operations Year Ended December 31,
1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 36
Combined Historical Summaries of Revenues and Certain Expenses of the
Acquisition Properties For the Year Ended December 31, 1994 . . . . 37
Estimated Pro Forma Statement of Tax Operating Loss and of Cash
Provided by Operations of the Acquisition Interests for the Twelve
Months Ended December 31, 1994. . . . . . . . . . . . . . . . . . . 40

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . 43

BUSINESS, MANAGEMENT AND SECURITY OWNERSHIP OF THE PARTNERSHIP . . . . . . . 44
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Security Ownership of Certain Beneficial Owners and Management . . . . . 45

<PAGE> 5

OTHER MATTERS WITH RESPECT TO THE CONSENT SOLICITATION . . . . . . . . . . . 45
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Revocability of Consents . . . . . . . . . . . . . . . . . . . . . . . . 46
Vote Required to Approve the Proposal. . . . . . . . . . . . . . . . . . 46
Solicitation of Consents . . . . . . . . . . . . . . . . . . . . . . . . 46

LIMITED PARTNER CONSENT FORM . . . . . . . . . . . . . . . . . . . . . . . . 47

<PAGE> 6
SUMMARY

Purpose

This consent solicitation is being mailed to the holders of limited
partnership interests (the "Limited Partners") in Nooney Income Fund Ltd. II,
L.P., a Missouri limited partnership (the "Partnership"), on or about May __,
1995 in connection with the solicitation of the consent of the Limited Partners
to the adoption of the following proposal (the "Proposal"):

To amend Section 5.1D(iii) of the Partnership's Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") to
permit the Partnership to purchase interests in three properties
(Countryside Executive Center ("Countryside"), NorthCreek Office Park
("NorthCreek") and Wards Corner Business Center ("Wards Corner")) and,
in connection with such acquisition, to borrow money and grant a
mortgage on such properties.

The property interests proposed to be acquired are: (i) a 50% interest in
Countryside, of which the Partnership currently owns 50%, (ii) a 55% interest
in NorthCreek, of which the Partnership currently owns 45%, and (iii) a 55%
interest in Wards Corner, of which the Partnership currently owns 45% (the
properties are hereinafter collectively referred to as the "Acquisition
Properties" and the interests proposed to be purchased in the Acquisition
Properties are hereinafter collectively referred to as the "Acquisition
Interests"). Following the purchase, the Partnership will own 100% of the
Acquisition Properties. The Acquisition Interests are to be acquired from St.
Louis Investment Properties, Inc. ("SLIP"), a subsidiary of The Boatmen's
National Bank of St. Louis ("Boatmen's"), which acquired the interests from
Nooney Income Fund Ltd. III, L.P. ("NIF III"). NIF III is a former affiliate
of the Partnership and is no longer in existence. The Partnership intends to
borrow $7,190,000 (representing 100% of the purchase price of the Acquisition
Interests) from Boatmen's and to grant Boatmen's a first mortgage on the
Acquisition Properties to secure payment of the loan. (The acquisition and
financing are hereinafter collectively referred to as the "Transaction").
Section 5.1D(iii) of the Partnership Agreement currently provides that "the
Partnership shall not in connection with the acquisition of its Properties
borrow money unsecured or secured by any asset of the Partnership pursuant to a
mortgage or deed of trust." Thus, the Transaction requires an amendment to the
Partnership Agreement, which requires the consent of the Limited Partners.

The purchase price of the Acquisition Interests was based on the appraised
values of the Acquisition Properties (as of December 29, 1993 for NorthCreek
and Wards Corner and January 4, 1994 for Countryside) as determined by
independent appraisals (the "December 1993 Appraisals"), which are based on an
analysis of comparable market sales, the cost of the properties, the income
capitalization of the properties and the discounted cash flow of the
properties. While the transaction with SLIP is based upon the December 1993
Appraisals, the General Partners, in accordance with the Partnership Agreement,
had the properties reappraised on January 9, 1995 (the "January 1995
Appraisals"). These appraisals indicate that the value of the Acquisition
Interests as stated in the January 1995 Appraisals was $7,450,000, an increase
of 3.6% over the December 1993 Appraisal. See "SPECIAL FACTORS--Appraisals of
the Acquisition Properties" below.

<PAGE> 7

See "SPECIAL FACTORS" below for a discussion of certain factors Limited
Partners should consider in evaluating the Proposal.

This consent is being solicited on behalf of the Partnership by the General
Partners.

YOUR CONSENT IS IMPORTANT. BECAUSE APPROVAL OF THE PROPOSAL REQUIRES THE
AFFIRMATIVE CONSENT OF LIMITED PARTNERS WHOSE COMBINED CAPITAL CONTRIBUTIONS
REPRESENT AT LEAST A MAJORITY OF THE TOTAL CAPITAL CONTRIBUTIONS OF THE LIMITED
PARTNERS, A FAILURE TO RETURN YOUR CONSENT FORM WILL HAVE THE SAME EFFECT AS A
VOTE AGAINST THE PROPOSAL. PLEASE COMPLETE AND RETURN THE ENCLOSED CONSENT
FORM IN THE RETURN ENVELOPE PROVIDED BY JUNE 20, 1995.

THE GENERAL PARTNERS BELIEVE THE TRANSACTION IS IN THE BEST INTERESTS OF THE
PARTNERSHIP AND THEREFORE RECOMMEND A VOTE FOR THE PROPOSAL.

Reasons for the Transaction

The purchase of the Acquisition Interests from SLIP will enable the
Partnership to fully control its own destiny with respect to the improvement,
management and sale of its properties, including making what the General
Partners believe are necessary capital expenditures. The General Partners'
goal is to attempt to enhance the value of the Acquisition Properties, with the
exception of Countryside, over the next several years in order to increase the
amount of any cash available for distribution to the partners when the
Partnership is dissolved. Due to market conditions, tax burdens and other
factors relating to Countryside, the General Partners intend to attempt to sell
Countryside as soon as practicable after the Transaction. (SLIP will not agree
to retain its interest in Countryside and attempt to sell such property jointly
with the Partnership.) The General Partners believe that now is not the time
to sell NorthCreek or Wards Corner, since the General Partners believe that the
commercial real estate markets in those areas will improve over the next
several years.

If the Transaction is not completed, SLIP has indicated it may seek
partition of the Acquisition Properties in court, which would force the
Acquisition Properties to be sold at auction for what the General Partners
believe could be a very low price. This would likely reduce the amount of any
cash available for distribution to the partners when the Partnership is
dissolved. In lieu of partition, the Partnership might seek SLIP's agreement
to hire a broker to sell the Acquisition Properties, but no assurance can be
given that such an agreement could be reached or that the price obtained would
be higher than an auction price. If the Acquisition Properties are sold,
through either a forced sale or a sale on the market, the General Partners
would continue to hold and manage the Partnership's remaining two properties
until the General Partners believe the sale of such properties is in the best
interests of the Partnership. The continued operation of the remaining
properties would not require the Partnership to incur any debt at this time.

<PAGE> 8

Provided that occupancy at Wards Corner substantially increases from its
current 56% and the Partnership's other properties continue to be occupied at
their current levels and rents, Countryside is sold by July 1996 for a price
and on terms acceptable to the General Partners and interest rates do not
substantially increase, then it is the General Partners' intention to commence
regular quarterly cash distributions starting with the fourth quarter of 1996
at a level of $6.00 per Unit per quarter. Historically, since the Partnership
has owned Wards Corner (beginning in December 1986) average annual occupancy
has been 92%. The current vacancy rate at Wards Corner is due to the
expirations in 1994 of tenant leases. The General Partners are aggressively
marketing this space to new tenants. There can be no assurance that
Countryside will be sold or that any such distributions will in fact occur or
be uniform in amount or frequency. Based on the factors mentioned above, the
General Partners will evaluate the Partnership's ability to make the estimated
cash distribution, which may result in the distribution being less than $6.00
per Unit per quarter. There is no assurance that the Partnership will generate
cash flow sufficient to provide for the payment of the estimated cash
distributions. See "FINANCIAL INFORMATION" below.

See "SPECIAL FACTORS--Reasons for the Transaction" below.

Risks Associated with the Transaction

Limited Partners should consider the following possible risks of the
Transaction, together with the other information contained in this Consent
Statement, in determining how to vote with respect to the Amendment:

Leverage. The Partnership intends to borrow $7,190,000 (100% of the
purchase price of the Acquisition Interests) from Boatmen's. Boatmen's will
obtain a first lien on the Acquisition Properties. The indebtedness presents
an element of risk in the event that the Partnership's cash from operations is
insufficient to meet the principal and interest payments on such indebtedness.
The loan will be structured such that a majority of the principal ($6,765,788)
will be payable at maturity five years after the date of the loan. In
addition, interest on the loan will be at a floating rate, which involves
greater risk than financing involving a fixed interest rate, since the floating
interest rate could rise substantially. Although the General Partners believe
the cash provided by the Partnership's ongoing operations following the
Transaction will be sufficient to cover all principal and interest payments,
there can be no assurance that the Partnership will be able to service the
indebtedness. If the Partnership has insufficient funds to repay the loan, it
may be forced to sell or surrender any or all of its assets. See "FINANCIAL
INFORMATION" below.

Possible Decline in the Value of the Properties. The Partnership intends
to sell its properties at such time as the General Partners believe is in the
best interests of the Partnership. In this regard, the General Partners
believe that the commercial real estate markets in which the Partnership's
properties are located (except for Countryside) will improve from current
conditions. Although the General Partners believe the December 1993 Appraisals
of the Acquisition Properties were reasonable, there can be no assurance that
the Acquisition Properties will not decrease in value or, if sold today, would
<PAGE> 9

sell for their appraised values. While the transaction with SLIP is based upon
the December 1993 Appraisals, the General Partners, in accordance with the
Partnership Agreement, had the properties reappraised. The January 1995
Appraisals indicate that the value of the Acquisition Interests was $7,450,000,
an increase of 3.6% over the December 1993 Appraisals. See "SPECIAL FACTORS--
Appraisals of the Acquisition Properties" below.

See "SPECIAL FACTORS--Risks Associated with the Transaction" below.

Interests of Certain Persons in the Transaction

Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company (of
which Gregory J. Nooney, Jr. is a shareholder) and an affiliate of the General
Partners, receives a management fee for providing management services for the
Partnership's properties. Currently, the Partnership and SLIP each pays a pro
rata share of the management fee with respect to the Acquisition Properties
(which totalled $168,326 in 1994). Although the total management fee received
by Nooney Krombach will not increase as a result of the Transaction, because
the Partnership will receive 100% of the revenues from the Acquisition
Properties, it will be responsible for 100% of the management fee with respect
to such properties following the Transaction.

The Partnership Agreement provides that the Partnership shall distribute
90% of its Net Operating Cash Income to the Limited Partners and 10% to the
individual General Partners. Pursuant to this provision, the Partnership pays
approximately 2.8% and 3.3% of its Net Operating Cash Income to Gregory J.
Nooney, Jr. and Nooney Company (as assignee of two individual General
Partners), respectively, and pays 3.9% of Net Operating Cash Income to inactive
General Partners or their assignees. Gregory J. Nooney, Jr. is a General
Partner of the Partnership and controls all the voting stock of Nooney Company.
In the event the Partnership's Net Operating Cash Income increases as a result
of the Transaction, the amounts payable to Gregory J. Nooney, Jr. and Nooney
Company will increase proportionately (as also will the amounts payable to the
Limited Partners). Under the terms of the Partnership Agreement, the payment
of a portion of such amounts to the General Partners is subordinated to certain
payments to the Limited Partners.

In addition, Nooney Krombach will receive a fee of $75,000 from the
Partnership for its services in connection with arranging the purchase and the
financing of the purchase of the Acquisition Interests.

See "SPECIAL FACTORS--Interests of Certain Persons in the Transaction"
below.

<PAGE> 10
SPECIAL FACTORS

Background

The Partnership

The Partnership acquired its current ownership interests in the Acquisition
Properties in 1986. In addition to the interests in the Acquisition
Properties, the Partnership also acquired ownership interests in its two other
investment properties -- Leawood Fountain Plaza (a 24% interest) and Tower
Industrial Building (a 100% interest) -- in 1985 and 1986. Each of the
Acquisition Properties is discussed in more detail in this section and under "-
- -Description of the Acquisition Properties" below. The Partnership's other
properties are described below under "BUSINESS, MANAGEMENT AND SECURITY
OWNERSHIP OF THE PARTNERSHIP--Business."

The Partnership maintains its original intent to hold its properties until
such time as a sale of such properties appears to be advantageous to the
Limited Partners. The Partnership initially anticipated that it would sell its
properties within approximately five to ten years after their acquisition.
Since the Partnership acquired the properties, however, investment real estate
has been subject to declining market conditions as well as changes in the
federal tax laws. Beginning in 1987, the General Partners anticipated longer
holding periods of investment properties by real estate limited partnerships,
as indicated in the Partnership's 1987 and subsequent Annual Reports to Limited
Partners. Due to continuing declining real estate market conditions, in 1991
the General Partners determined to continue to hold and manage the
Partnership's properties until such time as market conditions may improve and
profitable sale of the properties may be feasible, as indicated in the 1991
Annual Report to Limited Partners.

The Transaction

On December 16, 1986, the Partnership acquired a 50% interest as a tenant-
in-common in Countryside, an office building located outside Chicago, Illinois.
The total purchase price of the building was $8,750,000, of which $4,375,000
was paid by the Partnership in cash at closing for its 50% interest. The
remaining 50% interest was purchased by NIF III.

On December 29, 1986, the Partnership acquired a 45% interest as tenant-in-
common in NorthCreek, an office building complex located in Cincinnati, Ohio.
The contract price of the complex was $10,525,000. The Partnership paid 45% of
the contract price, or $4,736,250, for its 45% interest. The remaining 55%
interest was purchased by NIF III.

On December 29, 1986, the Partnership acquired a 45% interest as a tenant-
in-common in Wards Corner, a facility located outside Cincinnati, Ohio. The
total purchase price of the buildings was $6,235,000, of which $2,805,750, less
certain closing adjustments, was paid by the Partnership for its 45% interest.
The remaining 55% interest was purchased by NIF III.

NIF III financed $10,800,000 of the purchase price for its interests in the
Acquisition Properties, as well as another property acquired by NIF III,
through Boatmen's, which was granted a first mortgage on NIF III's undivided
interests in such properties. The Partnership's percentage interests in the
Acquisition Properties were not subject to the mortgage. NIF III subsequently
sold the other property and reduced the principal amount of its loan from
Boatmen's. Boatmen's retained a mortgage on NIF III's interests in the
<PAGE> 11

Acquisition Properties. NIF III was unable to service the remaining debt to
Boatmen's, and in 1993 NIF III's percentage interests in the Acquisition
Properties were transferred to SLIP, a subsidiary of Boatmen's, by deed in lieu
of foreclosure. At the time SLIP acquired the interests, the unpaid principal
amount of NIF III's loan was $9,376,000 (excluding unpaid accrued interest).
Since such transfers, all costs and revenues attributable to the operation of
the Acquisition Properties have been shared by the Partnership and SLIP in
proportion to their respective percentage interests.

On October 18, 1994, the Partnership entered into a Purchase and Sale
Agreement with SLIP pursuant to which the Partnership agreed to purchase the
Acquisition Interests from SLIP for a cash purchase price of $7,190,000 (which
represents approximately 77% of the principal balance of NIF III's loan at the
time SLIP acquired the Acquisition Interests). Since the Partnership does not
have sufficient cash on hand to acquire the Acquisition Interests from SLIP, it
must borrow the funds necessary for the purchase of the Acquisition Interests.
The Partnership has received a commitment from Boatmen's to finance 100% of the
purchase price of the Acquisition Interests, contingent upon, among other
things, the Partnership granting Boatmen's a first mortgage on the Acquisition
Properties, which will subject the Partnership's presently unencumbered
interests in the Acquisition Properties to Boatmen's mortgage. See "--Risks
Associated with the Transaction" and "--Terms of the Transaction" below. Both
the acquisition and the loan are subject to receipt of the required consent of
the Partnership's Limited Partners to amend the Partnership Agreement.

Proposed Amendment to the Partnership Agreement

The Partnership Agreement, when executed in 1985, provided, in effect, that
the Partnership could not borrow money in connection with the acquisition of
its properties.

The General Partners propose to amend Section 5.1D(iii) of the Partnership
Agreement so that it will read as follows (the new language is shown in italics
and deletions are bracketed [ ]):

(iii) The Partnership shall not in connection with the
acquisition of its Properties borrow money unsecured or secured by any
assets of the Partnership pursuant to a mortgage or deed of trust;
provided, however, that the Partnership shall be permitted to borrow
funds [(on a secured or unsecured basis) to facilitate the
Partnership's acquisition of a Property during the offering referred
to in Section 4.2A hereof if the Partnership does not have sufficient
cash proceeds from the offering to purchase such Property] on an
unsecured or secured basis pursuant to a mortgage or deed of trust on
certain of the Partnership's Properties to facilitate the
Partnership's acquisition of the interests (held by St. Louis
Investment Properties, Inc.) in such Properties where the Partnership
is a co-owner of such Properties with St. Louis Investment Properties,
Inc., such Properties and the undivided interests to be purchased are
Countryside Executive Center (a 50% undivided interest), NorthCreek
Office Park (a 55% undivided interest) and Wards Corner Business
Center (a 55% undivided interest).

The proposed amendment requires the affirmative consent of Limited Partners
whose combined Capital Contributions represent at least a majority of the total
Capital Contributions of the Limited Partners.

<PAGE> 12

Reasons for the Transaction

Furthermore, if the Transaction is not completed, SLIP has indicated it may
seek partition of the Acquisition Properties in court, which would force the
Acquisition Properties to be sold at auction on the courthouse steps, resulting
in what the General Partners believe could be a very low price for the
properties. This would likely reduce the amount of any cash available for
distribution to the partners when the Partnership is dissolved. While the
Partnership would attempt to dismiss such a partition suit, there is no
assurance the suit could be dismissed. In lieu of partition, the Partnership
might seek SLIP's agreement to hire a broker to sell the Acquisition
Properties, but no assurance can be given that such an agreement could be
reached or that the price obtained would be higher than an auction price. If
the Acquisition Properties are sold, through either a forced sale or a sale on
the market, the General Partners would continue to hold and manage the
Partnership's remaining two properties -- Leawood Fountain Plaza (of which the
Partnership owns 24%) and Tower Industrial Building (of which the Partnership
owns 100%) -- until the General Partners believe the sale of such properties is
in the best interests of the Partnership. The continued operation of the two
remaining properties would not require the Partnership to incur any debt at
this time.

The General Partners included in the 1994 Annual Report distributed in
April 1995 to all partners a letter stating that the appraised value of all the
Partnership's properties was $467 per Unit based upon the January 1995
Appraisals. Of this amount, $330 per Unit, or 71%, is represented by the
Partnership's undivided ownership interest in the Acquisition Properties. It
is the General Partners' goal to enhance this value over the next several years
in order to increase the amount of cash available for distribution to the
partners when the Partnership is dissolved, although there can be no assurance
as to the General Partners' success in accomplishing this goal or as to the
amount of cash, if any, available upon dissolution.

In order to achieve this goal, it is the General Partners' intention as
soon as practicable after the closing of the purchase from SLIP to sell
Countryside, not in a forced sale, but through an orderly sale through a broker
to achieve a higher price for the property. The General Partners believe the
outlook for improved market conditions in this part of the metropolitan Chicago
<PAGE> 13

region is problematical at best in the foreseeable future. The requirements
for significant ongoing capital for tenant improvements at the property and the
unusually high real estate tax burden in Cook County, Illinois dictate that the
Partnership sell this property. SLIP is willing to sell all of the Acquisition
Interests to the Partnership at this time, but has stated that it will not
agree to retain just its interest in Countryside and attempt to sell such
property jointly with the Partnership. Furthermore, the General Partners
believe that a sale directly by the Partnership, rather than a joint sale with
SLIP, at a price the Partnership believes is fair would be more efficient and
achieve a higher price for the property. While the Partnership received some
relief on the real estate taxes in 1994, it requires constant litigation in
Cook County to protest the real estate taxes each year and, even when relief is
granted, it has been minimal. Cook County has not been willing to recognize
the loss of value in commercial real estate, particularly suburban office
buildings such as Countryside, and to adjust the tax assessments accordingly.

Assuming Countryside could be sold for approximately $2.5 million, $1.25
million would be used to pay off the portion of the mortgage attributable to
Countryside, approximately $625,000 would be placed in a debt service reserve,
and approximately $625,000 would be distributed to the partners as a return of
capital. The assumed sale price of $2.5 million is based on the December 1993
Appraisal of Countryside. See "--Appraisals of the Acquisition Properties"
below. The General Partners are not aware of any material change in
circumstances or in the assumptions upon which the appraisal was based that
would result in a material reduction in the appraised value of Countryside.
The January 1995 Appraisal of Countryside indicates a value of $2,800,000 as of
that date. If the Partnership were to receive less than $2.5 million upon the
sale of Countryside, the amount of proceeds available for a distribution to
Limited Partners and the amount of proceeds placed in the Partnership's debt
service reserve would be reduced proportionately. Boatmen's has agreed to
release its mortgage on Countryside for $1.25 million. The General Partners
believe that a sale of Countryside for at least $2.0 million would not have a
material adverse effect on the Partnership's cash flow or operations.

The General Partners believe that now is not the time to attempt to sell
NorthCreek or Wards Corner, since the General Partners believe that the
commercial real estate markets in such areas will improve over the next several
years, at which time it is anticipated that the properties could likely be sold
at prices resulting in more cash available for the partners when the
Partnership is dissolved.

Countryside will be sold or that any such distributions will in fact occur or
be uniform in amount or frequency. Based on the factors mentioned above, the
General Partners will evaluate the Partnership's ability to make the estimated
cash distribution, which may result in the distribution being less than $6.00
per Unit per quarter. There is no assurance that the Partnership will generate
cash flow sufficient to provide for the payment of the estimated cash
distributions. See "FINANCIAL INFORMATION" below.

Risks Associated with the Transaction

Leverage

General. The Partnership intends to borrow 100% of the purchase price of
the Acquisition Interests, or $7,190,000, and, in connection therewith, grant
Boatmen's a first lien on the Acquisition Properties. See "--Terms of the
Transaction--Summary of the Terms of the Financing" below. The indebtedness
presents an element of risk in the event that the cash receipts from the
operation of the Partnership's properties are insufficient to meet the
principal and interest payments on such indebtedness. If the cash flow of the
Partnership is insufficient to service the debt incurred by the Partnership,
the Partnership's equity in one or more of the Acquisition Properties is likely
to be reduced or eliminated through foreclosure or surrender, which may have
adverse tax consequences for the Limited Partners. Moreover, the costs of
borrowing might reduce profits or increase losses resulting from operations of
the Partnership and adversely affect the Partnership's ability to make
distributions to its partners. Although the General Partners believe the cash
provided by the Partnership's ongoing operations following the Transaction will
be sufficient to cover all scheduled principal and interest installment
payments, there can be no assurance that the Partnership will be able to
service the indebtedness. See "FINANCIAL INFORMATION" below.

Due in part to the Partnership's existing relationship with Boatmen's, the
General Partners did not attempt to obtain financing from another source.
Although there can be no assurance that the Partnership could not have obtained
financing on more favorable terms, the General Partners believe the loan from
Boatmen's is on terms that are at least as favorable as those that could be
obtained from another lender.

Balloon Payment. Although the Partnership will not be required to make any
principal payments during the first year of the loan, after the first year,
monthly principal payments totalling approximately $100,000 per year will be
made through the fifth year of the loan. The remaining principal will be
payable on the maturity date (the fifth anniversary of the closing date of the
loan). If all scheduled installment payments are made and the Partnership does
not prepay any amount of the loan, the remaining principal amount at final
maturity will be $6,765,788. To make the final payment, the Partnership will
either refinance the loan or sell some or all of its properties.

<PAGE> 15

Floating Interest Rate. Interest on the principal amount of the loan will
be at a floating rate, which involves greater risk than financing involving a
fixed interest rate, since the floating interest rate could rise substantially.
The interest rate will change simultaneously with a change in Boatmen's
corporate base rate. Currently, Boatmen's corporate base rate is 9% per annum.

Recourse Loan. The indebtedness will be on a recourse basis to the
Partnership. Thus, in the event of default, Boatmen's would have full recourse
against all of the Partnership's assets. Although none of the Partnership's
other properties or assets will serve as collateral for the loan, if the
Partnership has insufficient funds to repay the loan, it may be forced to sell
or surrender any or all of its assets. For a discussion of the terms of the
financing, including certain negative covenants made by the Partnership, see "-
- -Terms of the Transaction--Summary of the Terms of the Financing" below.

Possible Decline in the Value of the Properties

As indicated above, the Partnership intends to eventually sell its
properties, including the Acquisition Properties, at such time as the General
Partners believe is in the best interests of the Partnership. In this regard,
the General Partners believe that the commercial real estate markets in which
the Partnership's properties are located (except Countryside) will improve from
current conditions. Although the General Partners believe the December 1993
Appraisals of the Acquisition Properties were reasonable, there can be no
assurance that the Acquisition Properties will not decrease in value or, if
sold today, would sell for their appraised values. While the transaction with
SLIP is based upon the December 1993 Appraisals, the General Partners, in
accordance with the Partnership Agreement, had the properties reappraised. The
January 1995 Appraisals indicate that the value of the Acquisition Interests
was $7,450,000, an increase of 3.6% over the December 1993 Appraisal. See "--
Appraisals of the Acquisition Properties" below.

The General Partners are not aware of any specific developments or adverse
trends in the occupancy of the Acquisition Properties that would have a
material effect on the Partnership's ability to sell such properties in the
normal course of business. However, there is a risk with respect to any leased
property that a major tenant will not renew its lease or will fail to pay its
rent or that rents will decline. See "--Description of the Acquisition
Properties" below.

The General Partners believe the negative real estate market conditions,
tax burdens and capital improvement requirements with respect to Countryside
are significant. However, the General Partners have based the assumed sale
price of the property on the December 1993 Appraisal, which takes such factors
into account. The General Partners do not believe such factors will materially
affect the Partnership's ability to sell Countryside for its December 1993
Appraisal value. See "--Description of the Acquisition Properties" and "--
Appraisals of the Acquisition Properties" below. However, there can be no
assurance that the Partnership will be able to sell Countryside prior to July

<PAGE> 16

1996 for $2.5 million or for another price or on terms acceptable to the
General Partners.

Description of the Acquisition Properties

Countryside Executive Center

Countryside is a single story office building located at 1210-1270 W.
Northwest Highway in Palatine, Illinois, a suburb of Chicago. The building
contains approximately 91,000 net rentable square feet and is situated on an
8.6 acre site that provides parking spaces for 467 cars, some of which spaces
are shared with adjoining properties pursuant to a mutual easement agreement
that also provides for the sharing of certain expenses.

During 1994, the Partnership leased or renewed 14,227 square feet of space
at Countryside, which represents 15.6% of the total space. Occupancy increased
from 82% at December 31, 1993 to 83% at December 31, 1994. In 1992 and 1993,
the entire roof at Countryside was replaced, which required capital
expenditures of approximately $866,000 in 1993. The Partnership's pro rata
share of the cost was approximately $433,000.

Real estate taxes at Countryside remain of great concern. The Partnership
has been appealing the real estate tax assessment of the property for the past
several years. In 1993, the Partnership received a reduction of the tax
assessment for the tri-annual period beginning 1992. In 1994, another
reduction was received from the Board of Equalization. This reduction resulted
in a decrease in real estate taxes, net of the consultant's fee of
approximately $50,000, for the real estate taxes paid in 1994. The Partnership
continues to appeal the current and past assessments on the property and will
continue to do so for the foreseeable future. Until such time as additional
significant reductions in real estate taxes can be obtained, the cash flow of
the property will be severely hampered. As explained above under "--Reasons
for the Transaction," it is the intention of the General Partners to attempt to
sell Countryside by July 1996.

If Countryside is not sold by July 1996, the property will require
significant continual capital improvements in 1996 and 1997. The parking lot
requires resurfacing at a total cost of approximately $135,000, to be done over
a three-year period. The first section will be done in 1995 at a cost of
$47,000 with the remaining sections to be done in late 1996 and 1997. Roof
canopies and siding replacement will be necessary in 1997. In addition,
updating of the restrooms and new conference room furniture will be needed in
late 1996 and 1997.

<PAGE> 17

Market conditions remain highly competitive in the suburban Chicago market
where Countryside is located. Increases in rental rates and the lowering of
capital required to attract new tenants is not anticipated in the near future,
which is one of the primary reasons the General Partners recommend selling
Countryside by July 1996. See "--Reasons for the Transaction" above.

NorthCreek Office Park

NorthCreek is a three building office complex located at 8220, 8240 and
8260 NorthCreek Drive in Cincinnati, Ohio. Constructed in phases in 1984 and
1986, the three-story buildings contain 19,396, 23,995 and 43,560 net rentable
square feet respectively, or an aggregate of approximately 86,000 net rentable
square feet. The buildings are located on an 8.4 acre site that provides
parking for 366 cars.

During 1994, at NorthCreek, the Partnership leased or renewed 54,461 square
feet of space, which represents 63% of the total property. During 1994, the
Partnership successfully renegotiated a lease with the assignee of the major
tenant. This new tenant renewed for a ten-year term on 23,995 square feet. In
addition, this tenant leased 6,688 square feet for a five-year term at
NorthCreek. Occupancy increased from 85% at December 31, 1993 to 97% at
December 31, 1994.

The exteriors of the NorthCreek buildings are scheduled to be painted in
1995 at an estimated cost of $40,000. No other capital improvements unrelated
to tenant leasing are anticipated.

The General Partners believe market conditions in suburban Cincinnati have
been improving over the past two years, and the Kenwood suburb, where
NorthCreek is located, has continued to outperform the other suburban markets
in the area. The larger properties in Kenwood currently have few large blocks
of space available and the General Partners expect market conditions to
continue to tighten, which should favor landlords and owners of properties in
the future.

Wards Corner Business Center

Wards Corner is a two building office/warehouse/showroom facility located
off Interstate 275 at 420-422 Wards Corner Road in Loveland, Ohio, a suburb of
Cincinnati. Each of the two single-story buildings contains 50,000 net
rentable square feet. The buildings are situated on a 7.5 acre site that
provides parking for 278 cars.

Due to lease expirations during 1994, occupancy at Wards Corner decreased
from 82% at December 31, 1993 to 56% at December 31, 1994. The Partnership is
actively marketing this space, but has no prospects for re-leasing this space
at this time.

<PAGE> 18

The anticipated capital expenditures at Wards Corner for 1995 and 1996 are
replacement of a boiler for approximately $20,000 and demolition of vacant
space for re-leasing at a cost of $40,000. No other capital improvements
unrelated to tenant leasing are anticipated.

Wards Corner continues to be a pioneer in the area. Further development of
the area is beginning, but it has been slow to non-existent over the past five
years. The General Partners anticipate that this area should be on an upswing
in the next five years, but leasing will continue to be slow in 1995.

The General Partners believe each of the Acquisition Properties is suitable
for its present use as a commercial office building and is currently adequately
covered by insurance. None of the Acquisition Properties is currently subject
to any mortgage.

<PAGE> 19

Certain Lease, Rental and Financial Information

The following table sets forth certain lease and rental information
relating to the Acquisition Properties as of December 31, 1994, 1993, 1992,
1991 and 1990:

<TABLE>
<CAPTION>
Average
Total Annualized
Square Annualized Effective Percent Number of
Property Feet Base Rent Base Rent<F1> Leased Tenants
- ----------------------- ------- ---------- ------------- ------- ---------
<C> <C> <C> <C> <C> <C>

Countryside
1994 91,000 $1,083,000 $14.34 83% 36
1993 91,000 1,049,000 14.06 82 39
1992 91,000 1,027,000 12.97 87 43
1991 91,000 1,033,000 14.19 80 39
1990 91,000 1,244,000 17.09 80 37

NorthCreek
1994 86,000 $1,119,000 $13.41 97% 34
1993 86,000 984,000 13.51 87 33
1992 86,000 1,022,000 15.24 78 29
1991 86,000 1,068,000 14.19 91 39
1990 86,000 1,116,000 13.81 94 30

Wards Corner
1994 100,000 $ 505,000 $ 9.02 56% 2
1993 100,000 405,000 4.94 82 3
1992 100,000 792,000 8.70 91 2
1991 100,000 795,000 8.93 89 2
1990 100,000 807,000 8.07 100 4

- ---------------
<FN>

<F1> Represents 100% of Base Rent per rentable square foot. The
Partnership currently owns 50% of Countryside, 45% of NorthCreek and
45% of Wards Corner. Effective base rent includes all rent
concessions and similar rental inducements.

</TABLE>

<PAGE> 20

The following table contains information with respect to the principal
tenants of the Acquisition Properties as of December 31, 1994:

<TABLE>
<CAPTION>
Annual
Principal Tenants<F1>/ Percent Lease Lease Renewal
Property Business Leased Value Expiration Terms
- ------------ -------------------------------------- -------- -------- ---------- --------
<C> <C> <C> <C> <C> <C>

Countryside None N/A N/A N/A N/A

NorthCreek Cincinnati Group Health Associates<F2> 36% $367,596 12/31/03 None
and
12/31/98

Wards Corner Baldwin Piano & Organ Co. / Retail 50% $362,499 12/31/96 1-5 yrs.

- ---------------
<FN>

<F1> Over 10% of leasable space.

<F2> This tenant has two leases. The first lease is a ten-year lease which comprises 28% of the property
and expires December 31, 2003. The second lease comprises 8% of the property and expires
December 31, 1998.

</TABLE>

<PAGE> 21

The following table sets forth the number of leases scheduled to expire at
each of the Acquisition Properties from 1995 through 2004 as well as the square
footage, gross annual rentals and percentage of total gross annual rental
represented by such expiring leases, based on lease information as of
December 31, 1994:

<TABLE>
<CAPTION>
Year Ending December 31,

1995<F1> 1996 1997 1998 1999 2000 2001 2002 2003 2004
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Countryside
No. of Leases
to Expire..... 16 10 7 2 1 -- -- -- -- --
Square Feet..... 25,953 31,177 11,831 7,063 2,495 -- -- -- -- --
Annual Rental... $360,164 $442,282 $179,291 $ 86,269 $ 42,420 -- -- -- -- --
% of Gross
Annual Rental. 32% 40% 16% 8% 4% -- -- -- -- --

NorthCreek
No. of Leases
to Expire..... 14 5 12 1 1 -- -- -- 1 --
Square Feet..... 19,717 5,240 28,446 6,638 1,964 -- -- -- 23,995 --
Annual Rental... $300,329 $ 70,774 $408,414 $ 79,656 $ 28,487 -- -- -- $207,340 --
% of Gross
Annual Rental. 26% 6% 34% 7% 2% -- -- -- 25% --

Wards Corner
No. of Leases
to Expire..... -- 2 -- -- -- -- -- -- -- --
Square Feet..... -- 56,000 -- -- -- -- -- -- -- --
Annual Rental... -- $406,500 -- -- -- -- -- -- -- --
% of Gross
Annual Rental. -- 100% -- -- -- -- -- -- -- --

- -----------------
<FN>

<F1> Month-to-month tenants are included in 1995 expirations. As of December 31, 1994, there were five month-to-
month tenants at Countryside (representing approximately 4% of Gross Annual Rental), four at NorthCreek
(representing approximately 6% of Gross Annual Rental) and none at Wards Corner.

</TABLE>

<PAGE> 22

During 1994, the Acquisition Properties generated cash flows (excluding any
Partnership expenses) as follows (rounded to the nearest thousand dollars):

Countryside NorthCreek Wards Corner
------------ ------------ ------------
Year Ended Year Ended Year Ended
12/31/93 12/31/93 12/31/93
------------ ------------ ------------
<S> <C> <C> <C>

Net Operating Cash Income<F1>........ $ 404,000 $ 782,000 $ 282,000

Capital Expenditures................. (82,000) -0- -0-

Tenant Alterations................... (78,000) (309,000) -0-

Lease Commissions.................... (6,000) (31,000) (7,000)
------------ ------------ ------------
Net Cash Flow $ 238,000 $ 442,000 $ 275,000
============ ============ ============

- -------------
<FN>

<F1> Net Operating Cash Income represents rental revenue less operating
expenses less debt service. The Partnership does not currently have
any debt. Net Operating Cash Income (i) does not represent cash flow
from operations as defined by generally accepted accounting
principles, (ii) is not necessarily indicative of cash available to
fund all cash flow needs and (iii) should not be considered as an
alternative to Net Income for purposes of evaluating the Partnership's
operating performance.

</TABLE>

Certain Tax and Depreciation Information

Countryside, located in Palatine, Illinois, has a tax rate of $10.08 per
$100 of assessed value. The real estate taxes paid in 1994 by the Partnership
and SLIP totalled $434,841.16. NorthCreek, located in Kenwood, Ohio, has a
real estate tax rate of $73.31 per $1,000 of assessed value. The Partnership
and SLIP paid $104,214.32 in real estate taxes with respect to NorthCreek in
1994. Wards Corner, located in Loveland, Ohio, has a tax rate of $55.68 per
$1,000 of assessed value. The real estate taxes paid in 1994 by the
Partnership and SLIP were $109,870.46. Management does not believe that any
currently planned capital improvements will materially affect the assessed
value of, and therefore real estate taxes payable with respect to, any of the
Acquisition Properties.

The following table summarizes the Partnership's method for calculating tax
depreciation with respect to its current ownership interests in the Acquisition
Properties as of December 31, 1994, as well as the net Federal tax basis of the
<PAGE> 23

Partnership's 100% ownership interest in the Acquisition Properties following
the Transaction:

<TABLE>
<CAPTION>
Countryside NorthCreek Wards Corner
------------ ------------ ------------
<S> <C> <C> <C>

Initial costs:
Land . . . . . . . . . . . . . . . $ 623,919 $ 338,850 $ 199,361
Building <F1>. . . . . . . . . . . 3,929,574 4,053,513 2,715,848
------------ ------------ ------------

Cost capitalized subsequent
to acquisition:

Building and fixtures <F2> . . . . 907,764 597,748 32,493
------------ ------------ ------------

Total costs:
Land . . . . . . . . . . . . . . . 623,919 338,850 199,361
Building and fixtures. . . . . . . 4,837,338 4,651,261 2,748,341
------------ ------------ ------------

Accumulated tax depreciation . . . . (1,826,856) (1,856,371) (1,164,382)
------------ ------------ ------------

Net Federal tax basis in the
Partnership's current ownership
interest in the Acquisition
Properties <F3>. . . . . . . . . . . 3,634,401 3,133,740 1,783,320
============ ============ ============

Net Federal tax basis in the
Acquisition Interests:

Land . . . . . . . . . . . . . . . 732,500 990,000 263,500
Building <F4>. . . . . . . . . . . 517,500 2,970,000 1,716,500
------------ ------------ ------------
1,250,000 3,960,000 1,980,000
------------ ------------ ------------

Net Federal tax basis in the
Acquisition Properties following the
Transaction. . . . . . . . . . . . . 4,884,401 7,093,740 3,763,320
============ ============ ============

- --------------
<FN>

<F1> Depreciated over a period of 19 years under the Accelerated Cost
Recovery System ("ACRS").

<F2> Depreciated over a period of 19 years under ACRS, 31 1/2 years under
the Modified ACRS ("MACRS") or 39 years under MACRS.

<PAGE> 24

<F3> The net Federal tax basis is not adjusted for any write-downs to
reflect the appraised values of the Partnership's current ownership
interest in the Acquisition Properties.

<F4> Depreciated over a period of 39 years under MACRS.

</TABLE>

See "Combined Historical Summaries of Revenues and Certain Expenses of the
Acquisition Properties" below for more information with respect to the
Acquisition Properties.

Terms of the Transaction

Summary of the Terms of the Acquisition

The following is a summary of certain terms of the Purchase and Sale
Agreement dated October 18, 1994 (as amended by letter agreement dated
March 21, 1995) between the Partnership and SLIP (the "Purchase Agreement") and
does not purport to be a complete description.

The Purchase Agreement provides that the Partnership will purchase the
Acquisition Interests (which represent the undivided interests in the real
properties, the buildings, improvements and personal property located on the
properties and the leases and other agreements affecting the properties) from
SLIP for a cash purchase price of $7,190,000. The December 1993 Appraisals of
the Acquisition Properties served as the basis for determining the purchase
price of the Acquisition Interests. The aggregate purchase price of $7,190,000
represents 50% of the appraised value of Countryside, 55% of the appraised
value of NorthCreek and 55% of the appraised value of Wards Corner. See "--
Appraisals of the Acquisition Properties" below. SLIP stated that it would not
accept less than the appraised values for the sale prices of the Acquisition
Interests. Therefore, the Partnership and SLIP agreed prior to receipt of the
appraisals to base the purchase price on the values of the properties as
determined by independent appraisals mutually acceptable to both parties. The
purchase price will be increased as of the closing date by the amount of SLIP's
pro rata share of the rents accrued but not collected during the month in which
the closing occurs.

Based on the Partnership's familiarity with the Acquisition Properties, the
Acquisition Interests are being sold "as is" and without any representations or
warranties on the part of SLIP.

Closing of the purchase transaction is subject to customary conditions,
including but not limited to: (i) the closing of the Partnership's loan from
Boatmen's; (ii) the Partnership obtaining a satisfactory title commitment by
June 15, 1995; and (iii) the receipt of the required consent of the Limited
Partners. The Partnership has deposited $10,000 with SLIP as an earnest money
deposit, which amount will be refunded to the Partnership only if one of the
conditions described in clauses (i), (ii) or (iii) above is not satisfied or
<PAGE> 25

waived or if the Partnership elects to cancel the Purchase Agreement in the
event the Acquisition Properties are damaged or destroyed.

The Partnership has agreed to pay all costs and expenses incurred in
connection with the purchase and sale of the Acquisition Interests, including
SLIP's costs and expenses. The Partnership has also agreed to indemnify SLIP
and its directors, officers, employees, agents and representatives for claims,
damages, liabilities, losses, costs and expenses incurred in connection with
actions, suits, investigations and proceedings relating to the Purchase
Agreement or the Acquisition Properties and environmental matters.

The purchase is expected to close on or before June 30, 1995, unless
extended by SLIP.

Summary of the Terms of the Financing

The following is a summary of certain terms of the financing of the
purchase of the Acquisition Interests and does not purport to be a complete
description.

The Partnership has received a written commitment from Boatmen's, pursuant
to which Boatmen's has agreed to loan the Partnership $7,190,000 to finance the
purchase of the Acquisition Interests. The Partnership does not anticipate
that definitive loan documents will be executed prior to June 20, 1995. The
commitment provides that the loan will bear interest at a floating rate per
annum equal to Boatmen's corporate base rate (9.0% per annum as of April 5,
1995) plus 3/4% and will change simultaneously with any change in such
corporate base rate; provided, however, that the interest rate will be reduced
to 3.25% per annum with respect to an amount of the loan equal to the amount of
any non-interest bearing, net investable funds (as defined in the commitment)
that the Partnership maintains with Boatmen's. After maturity and following a
default under the loan agreement, interest will accrue at 3% in excess of the
otherwise applicable rate.

The Partnership will not be required to make any principal payments during
the first year of the loan. During such period, interest will be payable
monthly. After the first year, principal and interest will be payable monthly
as follows: (i) equal principal installments of $7,789, plus interest, during
the second year; (ii) equal principal installments of $8,388, plus interest,
during the third year; and (iii) equal principal installments of $9,587, plus
interest, during the fourth and fifth years. Any remaining principal will be
payable on the maturity date (the fifth anniversary of the closing date of the
loan). If all scheduled installment payments are made and the Partnership does
not prepay any amount of the loan, the remaining principal amount at final
maturity will be $6,765,788. To make the final payment, the Partnership will
either refinance the loan or sell some or all of its properties. The
Partnership may prepay the loan at any time without penalty in multiples of
$100,000. Partial prepayments will be applied to the remaining principal
installments in inverse order of maturity.

<PAGE> 26

The loan will be secured by (i) a first mortgage and lien on the
Acquisition Properties and improvements, subject to certain permitted
encumbrances, and (ii) a first priority security interest in all accounts,
inventory, contract rights, general intangibles and other personal property and
equipment pertaining to or located on the Acquisition Properties and all rents,
profits, insurance and other proceeds and income from the Acquisition
Properties.

The definitive loan agreement will contain customary representations,
warranties and covenants of the Partnership, including but not limited to the
following negative covenants: (i) the Partnership shall not incur additional
indebtedness without Boatmen's consent, other than in the ordinary course of
business; (ii) the Partnership shall not make any advances, loans or
investments without Boatmen's approval; (iii) the Partnership shall not enter
into any merger or consolidation, liquidate, wind-up or dissolve or sell, lease
or dispose of or place liens on its assets, except for sales of obsolete
equipment in the ordinary course of business to non-affiliates and except for
dispositions of assets that are not part of the collateral in the ordinary
course of business in an arm's-length transaction with a non-affiliate; (iv)
the Partnership shall not pay property management fees in excess of 6% of gross
income to any affiliates, and may be prohibited from paying any such management
fees in the event of a default. The Partnership has also agreed to indemnify
Boatmen's for damages, costs and expenses that Boatmen's may incur in
connection with the loan or the collateral, including environmental matters.
Closing of the loan transaction is subject to customary conditions, including
but not limited to: (i) closing of the purchase of the Acquisition Interests;
(ii) receipt of the required consent of the Limited Partners; and (iii) no
material adverse effect having occurred with respect to the business, financial
condition or prospects of Partnership, the value of the Acquisition Properties
or the Partnership's ability to perform its obligations under the loan.

The Partnership has agreed to pay Boatmen's a $60,000 nonrefundable loan
origination fee on the closing date of the loan and has agreed to pay all other
costs and expenses incurred by Boatmen's in connection with the loan.

Boatmen's is also a lender to Gregory J. Nooney, Jr. (a General Partner of
the Partnership) and to Nooney Company (of which Gregory J. Nooney, Jr. is a
shareholder) and its subsidiaries and affiliated companies and partnerships.

See "--Risks Associated with the Transaction--Leverage" above for a
discussion of certain risks related to the Partnership incurring indebtedness
to purchase the Acquisition Interests.

Interests of Certain Persons in the Transaction

Property management services for the Partnership's investment properties
are provided by Nooney Krombach Company, a wholly-owned subsidiary of Nooney
Company and an affiliate of the General Partners. As provided in the
Partnership Agreement, Nooney Krombach receives a management fee from the
Partnership equal to 6% of the gross revenues from all of the Partnership's
investment properties. Such management fees with respect to the Acquisition
Properties were $168,326 in 1994. Currently, the Partnership and SLIP each
pays its pro rata share of the management fees allocable to the Acquisition
Properties. The total management fee received by Nooney Krombach will not
increase as a result of the Transaction. However, because the Partnership will
receive 100% of the gross revenues from the Acquisition Properties following
<PAGE> 27

the Transaction, the Partnership will be responsible for 100% of the management
fee with respect to such properties following the Transaction.

The Partnership Agreement provides that the Partnership shall distribute
90% of its Net Operating Cash Income to the Limited Partners and 10% of Net
Operating Cash Income to the General Partners. Pursuant to this provision, the
Partnership pays approximately 2.8% and 3.3% of its Net Operating Cash Income
to Gregory J. Nooney, Jr. and Nooney Company (as assignee of two individual
General Partners), respectively, and pays 3.9% of Net Operating Cash Income to
inactive General Partners or their assignees. Gregory J. Nooney, Jr. is a
General Partner of the Partnership and controls all the voting stock of Nooney
Company. In the event the Partnership's Net Operating Cash Income increases as
a result of the Transaction, the amounts payable to Gregory J. Nooney, Jr. and
Nooney Company will increase proportionately (as also will the amounts payable
to the Limited Partners). Under the terms of the Partnership Agreement, the
payment of a portion of such amounts to the General Partners is subordinated to
certain payments to the Limited Partners.

Nooney Krombach will receive a fee of $75,000 from the Partnership for its
services in connection with arranging the purchase and the financing of the
purchase of the Acquisition Interests.

Recommendations of the General Partners

The managing General Partners believe that the purchase of the Acquisition
Interests is fair and reasonable to the Partnership and the Limited Partners
and recommend that the Limited Partners approve the Proposal to amend the
Partnership Agreement to permit the financing and the purchase. The managing
General Partners -- Gregory J. Nooney, Jr. and Nooney Income Investments Two,
Inc. -- have unanimously approved the Transaction and the amendment to the
Partnership Agreement.

The General Partners believe the consideration to be paid by the
Partnership for the Acquisition Interests is fair. The Partnership received
from an independent real estate appraising and consulting firm an appraisal of
each of the Acquisition Properties, which served as the basis for determining
the purchase price of the Acquisition Interests. See "--Terms of the
Transaction--Summary of the Terms of the Acquisition" above. Thus, the
aggregate purchase price of $7,190,000 for the Acquisition Interests represents
50% of the December 1993 Appraisal of Countryside, 55% of the December 1993
Appraisal of NorthCreek and 55% of the December 1993 Appraisal of Wards Corner.
See "--Appraisals of the Acquisition Properties" below. The General Partners
are not aware of any change in circumstances or in the assumptions upon which
the appraisals were based that would result in a material change in the
appraised values of the Acquisition Properties.

The General Partners also believe the purchase of the Acquisition Interests
(and hence the amendment to the Partnership Agreement) is in the best interests
of the Partnership, primarily because it will allow the Partnership to attempt
<PAGE> 28

to enhance the value of NorthCreek and Wards Corner and sell them when the
General Partners believe market conditions have improved, which is expected to
result in more cash available for the partners when the Partnership is
dissolved. See "--Reasons for the Transaction" above.

Appraisals of the Acquisition Properties

General

The Partnership has historically obtained annual appraisals of each of its
investment properties. Paul R. Abrams & Co. ("Abrams"), an independent real
estate appraising and consulting firm based in St. Louis, Missouri, provided
the Partnership with the December 1993 Appraisals of each of Countryside,
NorthCreek and Wards Corner. Abrams was selected to prepare appraisals of the
properties by the Partnership and SLIP based on Abrams' experience and
expertise in evaluating commercial real estate. Each of the individual
appraisers who appraised the properties on behalf of Abrams has been involved
in the real estate development, management and/or appraisal business for over
25 years.

The December 1993 Appraisals were used as the basis for determining the
purchase price of the Acquisition Interests. See "--Terms of the Transaction--
Summary of the Terms of the Acquisition" above.

Valuation Analysis

The December 1993 Appraisals were based on, among other things, an analysis
of land-use regulations, economic conditions, physical adaptability of the
Acquisition Properties, regional and neighborhood trends, inspection of the
Acquisition Properties and the surrounding neighborhoods, market data, land
sales, cost of construction data, rental and operational data and improved
sales. The market value of the Acquisition Properties was determined using the
traditional real estate valuation assessments of cost, sales comparisons,
income capitalization and discounted cash flow.

Based on the foregoing analyses, Abrams determined the market value of the
entire fee simple interest, subject to leases, in Countryside, NorthCreek and
Wards Corner as $2,500,000, $7,200,000 and $3,600,000, respectively, as of the
respective dates of the December 1993 Appraisals. (The January 1995 Appraisals
determined the market value of Countryside, NorthCreek and Ward's Corner to be
$2,800,000, $7,500,000 and $3,500,000, respectively.) "Market value" is
defined in the appraisals as the most probable price, as of a specified date,
in cash, or in terms equivalent to cash, or in other precisely revealed terms,
for which the specified property rights should sell after reasonable exposure
in a competitive market under all conditions requisite to a fair sale, with the
buyer and seller each acting prudently, knowledgeably, and for self-interest,
and assuming that neither is under undue duress. Market value assumes a sale
between a motivated and well-informed or well-advised buyer and seller, that a
<PAGE> 29

reasonable time is allowed for exposure in the open market, a cash purchase or
a purchase on comparable financial arrangements, and that the purchase price is
not affected by special or creative financing or sales concessions.

The Partnership did not impose any limitations on the scope of the December
1993 Appraisals or the January 1995 Appraisals. All such appraisals are
available for inspection and copying at the Partnership's principal executive
offices during regular business hours by any interested Limited Partner or his
representative designated in writing.

Possible Decline in the Market Value of the Acquisition Properties

The appraisals represent only estimates of the market value of the
Acquisition Properties as of the respective dates of the appraisals and do not
necessarily reflect the actual price a buyer would be willing to pay for the
properties. In addition, the appraisals determine the value of the properties
at a specific date. Thus, there is no assurance that the value of any property
will not decrease after such date. For example, at the end of fiscal years
1993, 1992 and 1991, respectively, based on appraisals received near the end of
such years, the Partnership determined that the fair market value of certain
properties decreased to amounts less than their respective book values. As a
result, the Partnership recorded aggregate writedowns of $1,506,000, $366,000
and $3,383,000, respectively, for book purposes only. Specifically, in 1993,
the General Partners reduced the carrying value of Countryside Executive Center
by $1,206,000, NorthCreek Office Park by $97,000 and Wards Corner Business
Center by $203,000. In 1992, the General Partners reduced the carrying value
of Wards Corner by $366,000. The General Partners reduced the carrying value
of Countryside by $2,050,000, NorthCreek by $387,000 and Wards Corner by
$192,000 in 1991. While the appraised value of Wards Corner decreased by
$100,000 in the January 1995 Appraisal, there were no write-downs based on the
January 1995 Appraisals. In addition to the nationally depressed real estate
market and the effects of The Tax Reform Act of 1986 on investment real estate
generally, the General Partners believe the previous reductions in the
appraised values of the Acquisition Properties were due to local real estate
market conditions and occupancy circumstances as well as, with respect to
Countryside, real estate taxes and required capital improvements.

The General Partners are not aware of any material adverse developments
with respect to any of the Acquisition Properties since the respective dates of
the appraisals that would result in a material change in the appraised values
of such properties.

Compensation; Other Relationships

The Partnership and SLIP paid Abrams an aggregate fee of $13,900 for
preparing the December 1993 Appraisals of the Acquisition Properties. Abrams
was also reimbursed for its reasonable out-of-pocket expenses. The fee was
negotiated by Gregory J. Nooney, Jr., General Partner, on behalf of the
Partnership, and SLIP. Abrams has not had any material relationship with the
<PAGE> 30

Partnership or any of its affiliates, except that Abrams has been retained from
time to time to prepare appraisals of the Partnership's and certain of its
affiliates' properties. Since January 1, 1992, the aggregate compensation
received by Abrams from the Partnership and its affiliates is $68,190. One of
the individuals who assisted in the preparation of the December 1993 Appraisals
subsequently became an employee of Nooney Krombach Company.

Lack of Appraisal Rights

Limited Partners who dissent from the vote of Limited Partners whose
combined Capital Contributions represent at least a majority of the total
Capital Contributions of the Limited Partners do not have any appraisal rights
under Missouri law or under the terms of the Partnership Agreement.

<PAGE> 31
NOONEY INCOME FUND LTD. II, L.P.

PRO FORMA FINANCIAL INFORMATION
(Unaudited)

The information in the pro forma consolidated balance sheet and statement of
operations include capitalized terms which are defined elsewhere within this
consent statement.

This unaudited pro forma consolidated balance sheet as of December 31, 1994 and
unaudited pro forma consolidated statement of operations for the year ended
December 31, 1994 assume completion of the following transactions: (i) the
purchase of the Acquisition Interests and related financing contemplated within
this consent statement and assumption of operations at that time and (ii)
approval by limited partners of amendments to the partnership documents
required in connection with the purchase and related financing. The pro forma
consolidated balance sheet was prepared as if the transactions occurred
December 31, 1994. The pro forma consolidated statement of operations were
prepared as if the transactions occurred at the beginning of the period
presented.

The pro forma financial results are not necessarily indicative of what the
actual financial position of Nooney Income Fund Ltd. II, L.P. (the
"Partnership") would have been as of the dates indicated, nor does it purport
to present the Partnership's future financial position. In management's
opinion, all adjustments necessary to reflect effects of the purchase and
related financing have been made.

<PAGE> 32

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

<TABLE>

PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994 (Unaudited)
- ----------------------------------------------------------------------------------------------
<CAPTION>
Pro Forma Adjustments
---------------------------- NIF II
NIF II Acquisition Consolidated
Historical Interests Other Pro Forma
<S> <C> <C> <C> <C>

ASSETS (A)

Cash and cash equivalents $ 1,118,033 $ 162,419 (D) $ -- $ 1,280,452
Accounts receivable 108,832 103,079 (D) 211,911

Investment property:
Land and improvements 1,674,836 1,997,246 (B) 3,672,082
Buildings 10,260,354 5,238,376 (B) -- 15,498,730
----------- ----------- ----------- -----------
11,935,190 7,235,622 -- 19,170,812
Less - accumulated depreciation 4,131,718 4,131,718
----------- ----------- ----------- -----------
7,803,472 7,235,622 -- 15,039,094

Deferred expenses:
Lease commissions 88,115 49,450 (D) -- 137,565
Deferred debt issuance 60,000 (C) 60,000
----------- ----------- ----------- -----------

TOTAL $ 9,118,452 $ 7,610,570 $ -- $16,729,022
=========== =========== =========== ===========
LIABILITIES AND PARTNERS' EQUITY

Mortgage note payable $ -- $ 7,190,000 (B) $ -- $ 7,190,000
Accounts payable and
accrued expenses 42,775 30,241 (D) 213,000 (E) 286,016
Accrued real estate taxes 290,572 295,766 (D) 586,338
Accrued sewer expenses 32,400 39,600 (D) 72,000
Refundable tenant deposits 63,619 54,963 (D) 118,582
----------- ----------- ----------- -----------

Total liabilities 429,366 7,610,570 213,000 8,252,936
----------- ----------- ----------- -----------

PARTNERS' EQUITY 8,689,086 -- (213,000)(E) 8,476,086
----------- ----------- ----------- -----------

TOTAL $ 9,118,452 $ 7,610,570 $ -- $16,729,022
=========== =========== =========== ===========
<FN>
See notes to pro forma consolidated balance sheet.

</TABLE>
<PAGE> 33

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994 (Unaudited)
- -------------------------------------------------------------------------------

(A) Reflects the historical financial position of Nooney Income Fund Ltd. II,
L.P. as of December 31, 1994.

(B) Reflects the purchase of 50% interest in Countryside Executive Center, 55%
interest in NorthCreek Office Park, and 55% interest in Wards Corner
Business Center for a combined price of $7,190,000 using proceeds from the
mortgage loan provided by an affiliate of the seller. It is anticipated
that the Partnership will assume operations from the date of purchase.
Accordingly, in allocating the purchase price, the excess of liabilities
over assets assumed were allocated to the investment property.

(C) Reflects payment of $60,000 of deferred financing costs to the mortgage
lender in connection with the new mortgage debt. Deferred financing costs
are payable on the closing date of the loan and will be amortized over five
years for financial reporting purposes.

(D) Reflects the transfer of assets and liabilities from the seller.

(E) Estimated costs and expenses incurred in connection with the purchase of
the Acquisition Interests consist of professional fees of $115,000,
printing and mailing costs of $3,000, an acquisition/financing fee of
$75,000 to Nooney Krombach Company, an affiliate of the general partners of
Nooney Income Fund Ltd. II, L.P., and $20,000 of seller and lender expenses
as provided in the loan commitment and the sale and purchase agreement, and
were expensed instead of allocated to the investment property or considered
goodwill.

<PAGE> 34

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

<TABLE>

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994 (Unaudited)
- --------------------------------------------------------------------------------------
<CAPTION>
Year Ended December 31, 1994
--------------------------------------------------
Pro Forma Adjustments
----------------------- NIF II
NIF II Acquisition Consolidated
Historical Interests Other Pro Forma
(A) (B)
<S> <C> <C> <C> <C>

REVENUES:
Rental and other income $1,729,872 $1,456,795 $ -- $3,186,667
Interest 23,494 23,494
---------- ---------- ---------- ----------
Total revenues 1,753,366 1,456,795 -- 3,210,161

EXPENSES:
Interest -- -- 701,025 (C) 701,025
Depreciation and amortization 459,247 277,229 (D) 736,476
Real estate taxes 331,245 287,106 618,351
Property management fees 105,854 88,847 194,701
Repairs and maintenance 118,850 110,053 228,903
Partnership management services 25,000 25,000
Other operating expenses 459,124 283,175 15,000 (E) 757,299
---------- ---------- ---------- ----------

Total expenses 1,499,320 769,181 993,254 3,261,755
---------- ---------- ---------- ----------

NET INCOME (LOSS) $ 254,046 687,614 (993,254) (51,594)
========== ========== ========== ==========
NET INCOME (LOSS) ALLOCATION: (F)
General partners $ 20,380 $ 17,324
Limited partners $ 233,666 (68,918)

LIMITED PARTNERS DATA: (F)
Net income (loss) per unit $ 12.16 $ (3.59)
========== ==========
Weighted average limited partnership
units outstanding 19,221 19,221
========== ==========
<FN>

See notes to pro forma consolidated statement of operations.

</TABLE>

<PAGE> 35

NOONEY INCOME FUND LTD. II, L.P.
(A LIMITED PARTNERSHIP)

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1994 (Unaudited)
- -------------------------------------------------------------------------------

(A) Reflects the historical results of operations of Nooney Income Fund Ltd.
II, L.P. as of December 31, 1994.

(B) Reflects operations assuming the purchase of 50% of Countryside Executive
Center, 55% of NorthCreek Office Park, and 55% of Wards Corner Business
Center.

(C) Reflects interest on the new mortgage debt of $7,190,000. The mortgage
note interest rate is equal to the Lender's corporate base rate (CBR) plus
3/4%. Such rate will change simultaneously with any change in the CBR. A
CBR of 9% as of April 5, 1995 was used in this calculation. A 1/8% change
in the rate would change this amount by $8,988.

(D) Reflects additional depreciation ($238,108) attributable to the Acquisition
Interests, plus amortization ($12,000) of the new mortgage debt deferred
financing costs and amortization ($27,121) of lease commissions.

(E) Represents additional professional expenses attributable to the cost of
owning the Acquisition Interests.

(F) Under the terms of the Partnership Agreement, Net Operating Cash Income (as
defined) is to be distributed quarterly as follows: (i) 90% to the limited
partners, (ii) 9% to the individual general partners as their annual
Partnership Management Fee and (iii) 1% to the individual general partners.

In the event it is determined after the close of a fiscal year that the
limited partners have not received their 7-1/2% non-cumulative preference
as defined in the Partnership Agreement, then the individual general
partners return to the partnership (for payment to the limited partners) a
portion of their distributions received as their 9% annual Partnership
Management Fee until the limited partners have received their 7-1/2%
non-cumulative preference. The individual general partners are not
required to return any amount in excess of 1/2 of the 9% Partnership
Management Fee received. If Net Operating Cash Income for any fiscal year
is not sufficient to pay the limited partners any portion of their 7-1/2%
non-cumulative preference, the unpaid amount does not accrue to future
fiscal years. The annual Partnership Management Fee is a cumulative
preference. The preferential return can be distributed only through cash
distributed as a result of a Major Capital Event (as defined) or cash
distributed upon dissolution of the partnership. Such preferred
distribution is only allowed after the general and limited partners receive
amounts equal to their adjusted capital accounts and the limited partners
receive an 11% cumulative return. Through December 31, 1994, Partnership
Management Fees totaling $225,415 have not been paid under the limitations
stated above. Based upon the priorities of cash to be distributed,
management believes that the likelihood of payment of the $225,415 is
remote.

Limited partnership per unit computations are based on the weighted average
number of limited partnership units outstanding during the period.

<PAGE> 36

Deloitte &
Touch LLP
- ---------- ----------------------------------------------------
One City Centre Telephone: (314) 342-4900
St. Louis, Missouri 63101

INDEPENDENT AUDITORS' REPORT

To the Partners of
Nooney Income Fund Ltd. II, L.P.:

We have audited the accompanying combined Historical Summaries of Revenues and
Certain Expenses (the Historical Summaries) of the Acquisition Properties as
described in Note 1, for the year ended December 31, 1994. The Historical
Summaries are the responsibility of the Nooney Income Fund Ltd. II, L.P.'s
general partners. Our responsibility is to express an opinion on the
Historical Summaries based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summaries are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Historical Summaries. An audit
also includes assessing the accounting principles used and the significant
estimates made by the Nooney Income Fund Ltd. II, L.P.'s general partners, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summaries were prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission for inclusion in the consent statement of Nooney Income Fund Ltd.
II, L.P. on Schedule 14A as described in Note 1 and is not intended to be a
complete presentation of the Acquisition Properties' revenues and expenses.

In our opinion, the Historical Summaries referred to above present fairly, in
all material respects, the combined revenue and certain expenses described in
Note 1 of the Acquisition Properties for the year ended December 31, 1994, in
conformity with generally accepted accounting principles.

/S/ DELOITTE & TOUCHE LLP

May 1, 1995

- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------

<PAGE> 37

ACQUISITION PROPERTIES

<TABLE>

COMBINED HISTORICAL SUMMARIES OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<CAPTION>
Year Ended
December 31, 1994
---------------------------------------
Nooney Income
Fund Ltd. II, Total
Acquisition L.P. Acquisition
Interests Interests Properties
<S> <C> <C> <C>

REVENUES - Rental and other income $1,456,795 $1,291,638 $2,748,433

CERTAIN EXPENSES:
Real estate taxes 287,106 264,787 551,893
Property management fees 88,847 79,479 168,326
Repairs and maintenance 110,053 98,793 208,846
Other operating expenses 283,175 254,918 538,093
---------- ---------- ----------

Total certain expenses $ 769,181 $ 697,977 $1,467,158
---------- ---------- ----------

REVENUES IN EXCESS OF CERTAIN EXPENSES $ 687,614 $ 593,661 $1,281,275
========== ========== ==========

<FN>
See notes to historical summaries of revenues and certain expenses.

</TABLE>

<PAGE> 38

ACQUISITION PROPERTIES

NOTES TO COMBINED HISTORICAL SUMMARIES OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

Nooney Income Fund Ltd. II, L.P. (a limited partnership) currently owns a
50% interest in Countryside Executive Center, a 45% interest in NorthCreek
Office Park, and a 45% interest in Wards Corner Business Center. Nooney
Income Fund Ltd. II, L.P. has entered into an agreement with a subsidiary
of a bank to purchase the remaining interests in these properties subject
to approval of the limited partners. The Acquisition Properties are
comprised of Countryside Executive Center located in Palatine, Illinois,
which was constructed in 1975, NorthCreek Office Park located in
Cincinnati, Ohio, which was constructed from 1984 to 1986 and Wards Corner
Business Center located in Cincinnati, Ohio, which was constructed in 1985.
Accordingly, the combined historical summaries of revenues and certain
expenses reflects both the proportional share of the Acquisition Properties
currently owned by Nooney Income Fund Ltd. II, L.P. and the remaining
percentage interest to be acquired (Acquisition Interests). The combined
historical summaries of revenues and certain expenses were prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the consent statement of Nooney Income
Fund Ltd. II, L.P. on Schedule 14A.

The accompanying combined historical summaries of revenues and certain
expenses are not representative of the actual operations for the periods
presented, as certain revenues and expenses, the amounts of which would not
be comparable to those resulting from the proposed future operations of the
Acquisition Properties, have been excluded. The expenses excluded consist
of interest, depreciation, amortization and fees for administrative and
auditing and legal services. The combined historical summaries of revenues
and certain expenses does incorporate rental revenues including that
attributable to expense reimbursements and other income reduced by certain
expenses defined to include real estate taxes, repairs and maintenance,
professional services, property management fees and other operating
expenses. The combined historical summaries of revenues and certain
expenses are prepared on the accrual basis.

2. OPERATING LEASES

Lease agreements are accounted for as operating leases and rentals from
such leases are reported as revenues ratably over the terms of the leases.
Certain lease agreements provide for rent concessions. The aggregate
rental income increase resulting from recognition of rental income not yet
due under the terms of the lease for the year ended December 31, 1994 was
$91,365 ($49,223 for Acquisition Interests and $42,142 for Nooney Income
Fund Ltd. II, L.P. interests).

Included in rental and other income are amounts received from tenants under
provisions of lease agreements which require the tenants to pay additional
rent equal to specified portions of certain expenses such as real estate
taxes, insurance, utilities and common area maintenance. The income is
recorded in the same period that the related expense is incurred.

<PAGE> 39

Minimum future revenues under noncancelable leases for the Acquisition
Properties in effect as of December 31, 1994 are as follows:

<TABLE>
<CAPTION>
Total
(In thousands)
<S> <C>

1995
1996 $2,304
1997 1,850
1998 909
1999 527
Remainder 355
1,233
------
Total
$7,178
======

</TABLE>

3. PROPERTY MANAGEMENT FEES

Nooney Krombach Company, an affiliate of Nooney Income Fund Ltd. II, L.P.
general partners, manages the partnership's real estate for a management fee.
The general partners of Nooney Income Fund Ltd. II, L.P. intend to modify the
current management contract to include the new interests acquired at the same
rate currently charged to the Acquisition Interests and to Nooney Income Fund
Ltd. II, L.P.

<PAGE> 40

ACQUISITION INTERESTS

<TABLE>

ESTIMATED PRO FORMA STATEMENT OF TAX OPERATING LOSS AND OF CASH
PROVIDED BY OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<CAPTION>
Acquisition
Estimated Pro Forma Statement of Tax Operating Loss Interests
<S> <C>
Revenues in excess of certain expenses for the twelve month period
ended December 31, 1994 $ 687,614
-----------

Pro forma adjustments (Note 3):

Less:
Tax depreciation and amortization 174,992
Mortgage interest 701,025
Professional fees 15,000
Prepaid rents not recognized for income tax purposes 23,136
-----------

914,153
-----------

Add - Rent concessions not recognized for income tax purposes 49,223
-----------

Pro forma tax operating loss $ (177,316)
===========

Estimated Pro Forma Statement of Cash Provided by Operations
<S> <C>
Pro forma tax operating loss, as above $ (177,316)

Add - tax depreciation and amortization (Note 3) 174,992
-----------

Pro forma cash used in operations $ (2,324)
===========

<FN>

See notes to estimated pro forma statement of tax operating loss and of
cash provided by operations.

</TABLE>

<PAGE> 41

ACQUISITION INTERESTS

NOTES TO ESTIMATED PRO FORMA STATEMENT OF TAX OPERATING LOSS
AND OF CASH PROVIDED BY OPERATIONS
TWELVE MONTH PERIOD ENDED DECEMBER 31, 1994
- -------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

The Estimated Twelve-Month Pro Forma Statement of Tax Operating Loss and of
Cash Provided by Operations reflects amounts attributable to the
Acquisition Interests only and does not purport to estimate the tax
operating loss or cash provided by operations of the Acquisition Properties
as a whole or of Nooney Income Fund Ltd. II, L.P.

The Estimated Twelve-Month Pro Forma Statement of Tax Operating Loss and of
Cash Provided by Operations does not purport to forecast actual operating
results for any period in the future, and thus, there can be no assurance
that the assumptions are valid for future years, or that such results will
be obtained. These statements should be read in conjunction with the
Combined Historical Summaries of Revenues and Certain Expenses appearing
elsewhere in this Proxy.

2. REVENUES IN EXCESS OF CERTAIN EXPENSES

The revenues in excess of certain expenses is based upon the year ended
December 31, 1994 as contained in the Combined Historical Summaries of
Revenues and Certain Expenses appearing elsewhere in this Proxy.

3. PRO FORMA ADJUSTMENTS

Tax Depreciation and Amortization - Depreciation of investment property has
been determined using the Modified Accelerated Cost Recovery System as
amended by the Revenue Reconciliation Act of 1993. The computation of
depreciation is based upon the cost of the property (excluding land) to
Nooney Income Fund Ltd. II, L.P. of $5,204,000. Such depreciation will not
necessarily be the same as depreciation determined under generally accepted
accounting principles. Amortization of loan origination fees of $60,000
has been provided using the straight-line method over the life of the
related loan which is five years. Such amortization will be the same under
generally accepted accounting principles. Amortization of acquisition
costs of $95,000 has been provided using the straight-line method over the
tax life of the property. Such costs were recorded as an expense for
financial statement purposes. Amortization of lease commissions of $27,121
has been provided by amortizing ratably over the lease term. This method
is the same for financial statement and tax purposes.

Mortgage Interest and Principal Payments - Mortgage interest relates to the
$7,190,000 loan to be obtained to finance the purchase of the Acquisition
Interests. The mortgage note will provide for interest at a rate equal to
the lender's corporate base rate (CBR) plus 3/4%. Such rate will change
simultaneously with any change in the CBR. A CBR of 9% was used in this
calculation. A 1/8% change in the rate would change this amount by $8,988.
Principal payments on the mortgage note will begin thirteen months after
the loan closing date, therefore, no principal payments have been provided
for in the estimate of cash provided by operations.

<PAGE> 42

Rent Concessions not Recognized for Income Tax Purposes - Rent concessions
are includable in taxable income in the year rents are received. Such
rents are recognized ratably over the lease terms under generally accepted
accounting principals.

Prepaid Rents not Recognized for Income Tax Purposes - Rents recorded in
advance of receipt are excluded from taxable income. They are recognized
ratably over the lease term for generally accepted accounting principles.

Professional Fees - Represents additional professional expenses
attributable to the cost of owning the Acquisition Interests.

* * * * * *

<PAGE> 43
CERTAIN FEDERAL INCOME TAX CONSEQUENCES

As a result of the Transaction, there will be no change in the income tax
consequences to an individual Limited Partner.

The proposed purchase of the Acquisition Interests subject to a mortgage
gives rise to unrelated business taxable income for the tax-exempt partners of
the Partnership (i.e., qualified plans and IRAs). While qualified plans and
IRAs are generally exempt from federal income taxation, they are subject to
taxes on their "unrelated business taxable income" at the same rate as regular
trusts to the extent such income exceeds $1,000 during any taxable year.
"Unrelated business taxable income" means the net income derived from any
regularly conducted "unrelated trade or business." Since the Partnership is
treated as regularly carrying on a trade or business, any qualified plan or IRA
which is a partner in the Partnership will be considered as regularly carrying
on an "unrelated trade or business" and will have to compute any unrelated
business taxable income with reference to its distributive share of Partnership
income, gain, loss, deduction, credit and tax preference items.

In particular, income and deductions from debt-financed property must be
included in unrelated business taxable income. Debt-financed property is
defined generally as income-producing property on which there is "acquisition
indebtedness" (meaning indebtedness incurred in acquiring or improving property
or, in certain cases, indebtedness incurred after such acquisition or
improvement). Although the Partnership does not currently have any
indebtedness associated with the purchase of its properties, it does intend to
incur indebtedness in connection with the purchase of the Acquisition
Interests.

Because the Acquisition Interests in the proposed transaction are being
acquired subject to a mortgage on the Acquisition Properties, the amount of
indebtedness secured by the mortgage is considered an indebtedness of the
Partnership incurred in acquiring the Acquisition Interests. Thus, each
qualified plan or IRA invested in the Partnership will be required to include
as gross income from an unrelated trade or business an amount which is the same
percentage of its distributive share of the Partnership's rental income and
gain derived from the Acquisition Properties as (A) the Partnership's average
acquisition indebtedness with respect to the Acquisition Properties is of (B)
the Partnership's average adjusted basis in the Acquisition Properties for the
taxable year. Additionally, if the Acquisition Properties are sold or
otherwise disposed of, each qualified plan or IRA invested in the Partnership
must include in computing its unrelated business taxable income an amount which
is the same percentage of its distributive share of gain (or loss) derived from
such sale or disposition as (A) the highest acquisition indebtedness with
respect to the Acquisition Properties during the 12-month period preceding the
date of disposition is of (B) the average adjusted basis of such Properties.

Although rents from real property and gains from the disposition of such
property are generally excluded in computing "unrelated business taxable
income," this exclusion does not apply to the proposed transaction, since the
Acquisition Interests being purchased are debt-financed. The qualified plan or
IRA and its participants and beneficiaries will not be able to obtain any
current tax savings from Partnership losses allocated to the qualified plan or
IRA unless the qualified plan or IRA has unrelated business taxable income from
other sources. However, the qualified plan or IRA may be able to treat such
Partnership losses as a net operating loss carryover or carryback or passive
loss carryover deductible against future or prior period unrelated business
taxable income, including Partnership income.

<PAGE> 44

Qualified plans and IRAs are urged to consult their tax advisors for
further information on the effects of the proposed transaction on their
particular situations.

BUSINESS, MANAGEMENT AND SECURITY OWNERSHIP OF THE PARTNERSHIP

Business

Nooney Income Fund Ltd. II, L.P. is a limited partnership formed under the
Missouri Uniform Limited Partnership Law on February 12, 1985 to invest in
income-producing real properties such as shopping centers, office buildings,
office/warehouse properties and other commercial properties. The Partnership
originally invested in five real properties, which the Partnership continues to
own and operate.

In addition to its percentage interests in the Acquisition Properties
(described above under "SPECIAL FACTORS--Description of the Acquisition
Properties" above), the Partnership has interests in two other properties. The
Partnership owns a 24% interest as a tenant-in-common in Leawood Fountain
Plaza, a three building office complex in Leawood, Kansas. The buildings
contain an aggregate of approximately 82,000 net rentable square feet of office
space and are located on a 7.9 acre site that provides paved parking for 403
cars. The purchase price of the complex was $8,111,269, of which the
Partnership paid $1,946,705 for its 24% interest. The remaining 76% interest
is owned by Nooney Income Fund Ltd., L.P., an affiliate of the Partnership.
The Partnership also owns 100% of Tower Industrial Building, an office
warehouse located in Mundelein, Illinois, a suburb of Chicago. The building
contains approximately 42,000 net rentable square feet and is situated on a 3
acre site that provides parking for 140 cars. The entire building is leased by
one tenant. The Partnership paid $1,150,000 for the property.

The Partnership's primary investment objectives are to preserve and protect
the Limited Partners' capital, provide the maximum possible cash distributions
to the Partners, and provide for capital growth through appreciation in the
value of the Partnership properties. The Partnership's term is until
December 31, 2085. The Partnership is intended to be self-liquidating. The
Partnership's policy is that proceeds from the sale or financing of the
Partnership's real property investment will not be invested in new properties
but will be distributed to the Partners or, at the discretion of the General
Partners, applied to capital improvements to, or the payment of indebtedness
with respect to, existing properties, the payment of other expenses or the
establishment of reserves. It was originally anticipated that the Partnership
would sell its properties within approximately five to ten years after their
acquisition. Since the Partnership acquired its properties, however,
investment real estate has been subject to declining market conditions. Until
such time as market conditions may improve and profitable sale of the
properties may be feasible, the Partnership will continue to manage its
properties.

The business in which the Partnership is engaged is highly competitive.
The Partnership's investment properties are located in or near major urban
areas and are subject to competition from other similar types of properties in
such areas. The Partnership competes for tenants for its properties with
numerous other real estate limited partnerships, as well as with individuals,
corporations, real estate investment trusts and other entities engaged in real
estate investment activities. Such competition is based on such factors as
location, rent schedules and services and amenities provided.
<PAGE> 45

Management

The Partnership has no employees. The managing General Partners of the
Partnership responsible for all aspects of the Partnership's operations are
Gregory J. Nooney, Jr. and Nooney Income Investments Two, Inc. Gregory J.
Nooney, Jr., age 64, joined Nooney Company in 1954 and has served as Chairman
of the Board and Chief Executive Officer since 1983. Nooney Income Investments
Two, Inc. was formed in November 1984 for the purpose of being a general and/or
limited partner in the Partnership and other limited partnerships. Gregory J.
Nooney, Jr. is Chairman of the Board, Chief Executive Officer and a director of
Nooney Income Investments Two, Inc. The voting securities of Nooney Income
Investments Two, Inc. are owned 75% by Nooney Company and 25% by Edward D.
Jones & Co. John J. Nooney, age 55, is a Special General Partner and, as such,
does not exercise any control of the affairs of the Partnership. The views and
recommendations of the General Partners contained in this Proxy Statement are
only those of the managing General Partners.

Property management services for the Partnership's investment properties
are provided by Nooney Krombach Company, an affiliate of the managing General
Partners, for which it receives a management fee based on the gross revenues
from the properties. During 1994, the Partnership paid Nooney Krombach Company
a property management fee of $105,854, plus $25,000 for certain administrative
services (such as accounting, issuing and transferring of Units, data
processing, investor communications). Pursuant to the Partnership Agreement,
the Partnership also pays 9% of Net Operating Cash Income to the individual
General Partners and their designees. Under the terms of the Partnership
Agreement, the payment of a portion of such amount is subordinated to certain
payments to the Limited Partners. Through December 31, 1994, a total of
$225,415 was not distributed as a result of this limitation.

Security Ownership of Certain Beneficial Owners and Management

To the knowledge of the Partnership, (i) no person is the beneficial owner
of more than 5% of the outstanding interests of the Partnership, (ii) none of
the General Partners is the beneficial owner, either directly or indirectly, of
any interests in the Partnership, and (iii) there are not arrangements known to
Partnership, the operation of which may at a subsequent date result in a change
in control of the Partnership.

OTHER MATTERS WITH RESPECT TO THE CONSENT SOLICITATION

Voting Rights

The record date for the determination of the Limited Partners entitled to
consent by ballot on the Proposal has been fixed as the close of business on
May ___, 1995.

<PAGE> 46

In order for a consent to be counted, it must be returned on the enclosed
ballot and received by the Partnership on or before June 20, 1995. Consents
may be returned by mail in the return envelope provided.

Revocability of Consents

Any Limited Partner who executes and delivers a consent has the right to
revoke such consent, and may do so by mail received by the Partnership on or
before June 20, 1995.

Vote Required to Approve the Proposal

Pursuant to Section 10.10 of the Partnership Agreement, the Partnership
Agreement may be amended by the General Partners with the prior Consent of the
Limited Partners. "Consent of the Limited Partners' means the written consent
or vote to do the act or to do the thing for which the consent or vote is
solicited of so many of the Limited Partners whose combined Capital
Contributions represent at least a majority of the total Capital Contributions
of the Limited Partners." Abstentions will be counted as votes against the
Proposal.

As of the close of business on May ___, 1995, the record date, the total
Capital Contributions of the Limited Partners was $19,221,000. Thus, Limited
Partners holding at least $9,611,000 of the Capital Contributions of the
Limited Partners must approve the Amendment (and hence the related purchase of
the Acquisition Interests).

No person is known to the Partnership to be the beneficial owner of more
than 5% of the outstanding Limited Partnership Interests of the Partnership.
None of the General Partners is known to the Partnership to be the beneficial
owner, either directly or indirectly, of any Limited Partnership Interests in
the Partnership.

Solicitation of Consents

This consent is being solicited by mail on behalf of the Partnership by the
General Partners. Further solicitations of consent may be made in person or by
mail, telephone, facsimile or telegram by the General Partners or their
affiliates. Such persons will not be specifically compensated for such
services, but will be reimbursed by the Partnership for their out-of-pocket
expenses. The entire cost of the consent solicitation will be borne by the
Partnership.

<PAGE> 47
APPENDIX

LIMITED PARTNER CONSENT FORM

NOONEY INCOME FUND LTD. II, L.P.
7701 Forsyth Boulevard
St. Louis, Missouri 63105

This consent is solicited on behalf of the Partnership
by the General Partners of the Partnership

The undersigned, a Limited Partner of Nooney Income Fund Ltd. II, L.P., a
Missouri limited partnership (the "Partnership"), hereby consents (unless
otherwise specified below) to the following proposal:

To amend Section 5.1D(iii) of the Partnership's Amended and Restated
Agreement of Limited Partnership to permit the Partnership to borrow
funds on an unsecured or secured basis pursuant to a mortgage or deed
of trust on certain of the Partnership's Properties to facilitate the
Partnership's acquisition of the interests (held by St. Louis
Investment Properties, Inc.) in such Properties where the Partnership
is a co-owner of such Properties with St. Louis Investment Properties,
Inc., such Properties and the undivided interests to be purchased are
Countryside Executive Center (a 50% undivided interest), NorthCreek
Office Park (a 55% undivided interest) and Wards Corner Business
Center (a 55% undivided interest).

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE GENERAL PARTNERS RECOMMEND YOU VOTE FOR THE PROPOSAL.

The failure to sign and return this Consent will be considered a vote
against the Proposal. A Consent marked "Abstain" will also be considered a
vote against the Proposal. A signed Consent on which no direction is indicated
will be voted FOR the Proposal.

PLEASE MARK, SIGN, DATE AND RETURN THE CONSENT IN THE RETURN ENVELOPE PROVIDED
ON OR BEFORE JUNE 20, 1995.

Dated:_________________________________, 1995

Please Sign Exactly as Name appears on this Consent.

______________________________________________________
(Signature)

______________________________________________________
(Signature if held jointly)

______________________________________________________
IMPORTANT: When Units are in two or more names, all
should sign. When signing as Executor, Trustee,
Guardian or Officer of a Corporation, give full title
as such. If a Partnership, please sign in Partnership
Name by Authorized Person.