KRUPP CASH PLUS LTD PARTNERSHIP, SC 14D1, 1997-01-24

KRUPP CASH PLUS LTD PARTNERSHIP
SC 14D1, 1997-01-24
REAL ESTATE

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- - - - - - - - - - --------------------------------------------------------------------------------

SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
- - - - - - - - - - --------------------------------------------------------------------------------

KRUPP CASH PLUS LIMITED PARTNERSHIP
(Name of Subject Company)

KRESCENT PARTNERS L.L.C.
AP-GP PROM PARTNERS INC.
AMERICAN HOLDINGS I, L.P.
AMERICAN HOLDINGS I-GP, INC.
AMERICAN PROPERTY INVESTORS, INC.
(Bidders)

DEPOSITARY RECEIPTS

(Title of Class
of Securities)

501112 10 6
(CUSIP Number of Class
of Securities)
- - - - - - - - - - --------------------------------------------------------------------------------

W. Edward Scheetz
Krescent Partners L.L.C.
1301 Avenue of the Americas, 38th Floor
New York, NY 10019

Copies to:
Peter M. Fass Bonnie D. Podolsky
Steven L. Lichtenfeld Gordon Altman Butowsky
Battle Fowler LLP Weitzen Shalov & Wein
75 East 55th Street 114 West 47th Street
New York, NY 10022 New York, NY 10036
(212) 856-7000 (212) 626-0800

(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee
- - - - - - - - - - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Transaction Amount of
Valuation* Filing Fee
- - - - - - - - - - -------------------------- --------------------------
<S> <C>
$5,965,092.00 $1,193.02
- - - - - - - - - - --------------------------------------------------------------------------------
</TABLE>

*For purposes of calculating the filing fee only. This amount
assumes the purchase of 994,182 Depositary Receipts representing Units of the
subject company for $6.00 per Unit in cash.

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

Amount previously paid: N/A Filing party: N/A
Form or registration no.: N/A Date filed: N/A
(Continued on following pages)
(Page 1 of 12 pages)
<PAGE> 2
<TABLE>
<S> <C>
Cusip No.: 501112 10 6 14D-1 Page 2 of 12

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

KRESCENT PARTNERS L.L.C.

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)

(a) { }
(b) {X}

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

AF; WC

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f)
[ ]

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person

5,072.3 Depositary Receipts

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Less than 1%

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

OO
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Cusip No.: 501112 10 6 14D-1 Page 3 of 12

AP-GP PROM PARTNERS INC.

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

5,072.3 Depositary Receipts

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

Less than 1%

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

CO
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Cusip No.: 501112 10 6 14D-1 Page 4 of 12

AMERICAN HOLDINGS I, L.P.

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

AF; WC

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

PN
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Cusip No.: 501112 10 6 14D-1 Page 5 of 12

AMERICAN HOLDINGS I-GP, INC.

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

CO
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
Cusip No.: 501112 10 6 14D-1 Page 6 of 12

AMERICAN PROPERTY INVESTORS, INC.

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization

Delaware

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)

N/A

- - - - - - - - - - -------------------------------------------------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)

CO
</TABLE>
<PAGE> 7
ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is Krupp Cash Plus
Limited Partnership, a Massachusetts limited partnership (the "Partnership"),
which has its principal executive offices at 470 Atlantic Avenue, Boston,
Massachusetts 02210.

(b) This Schedule 14D-1 relates to the offer by Krescent
Partners L.L.C., a Delaware limited liability company ("Krescent"), and
American Holdings I, L.P., a Delaware limited partnership ("AHI" and together
with Krescent, the "Purchasers"), to purchase up to 994,182 issued and
outstanding Depositary Receipts representing Units (as defined in the Glossary
to the Offer to Purchase as defined below) at $6.00 per Unit less the amount of
any distributions declared or made with respect to the Units between January
24, 1997 and the date of payment of the purchase price (the "Purchase Price")
for the Units by the Purchasers, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 24, 1997 (the "Offer to Purchase") and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively. Information concerning the number of outstanding
Units is set forth in the Introduction to the Offer to Purchase and is
incorporated herein by reference.

(c) The information set forth in Section 13 ("Purchase
Price Considerations") of the Offer to Purchase is incorporated herein by
reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) The information set forth in Section 10 ("Certain
Information Concerning the Purchasers") and Schedules I and II to the Offer to
Purchase is incorporated herein by reference.

(e) and (f) During the last five years, neither the
Purchasers nor, to the best of their knowledge, any of the persons listed in
Schedules I and II or referred to in Section 10 ("Certain Information
Concerning the Purchasers") of the Offer to Purchase (i) have been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) were a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, Federal or state securities laws or finding
any violation of such laws.

(g) The information set forth in Schedules I and II to
the Offer to Purchase is incorporated herein by reference.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a) None.

7
<PAGE> 8
(b) The information set forth in Section 11 ("Background
of the Offer") of the Offer to Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in Section 12 ("Source of
Funds") of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(b) The information set forth in Section 8 ("Purpose of
the Offer; Future Plans") of the Offer to Purchase is incorporated herein by
reference.

(c)-(e) Not applicable.

(f)-(g) The information set forth in Section 7 ("Effects of
the Offer") of the Offer to Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Introduction and
Section 10 ("Certain Information Concerning the Purchasers") of the Offer to
Purchase is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.

The information set forth in Section 10 ("Certain Information
Concerning the Purchasers") and Section 11 ("Background of the Offer") of the
Offer to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in Section 16 ("Certain Fees and
Expenses") of the Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

Not applicable.

8
<PAGE> 9
ITEM 10. ADDITIONAL INFORMATION.

(a) None.

(b)-(d) The information set forth in Section 15 ("Certain
Legal Matters") of the Offer to Purchase is incorporated herein by reference.

(e) None.

(f) The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein in their entirety by
reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

99.(a)(1) Offer to Purchase, dated January 24, 1997.

99.(a)(2) Letter of Transmittal.

99.(a)(3) Cover Letter, dated January 24, 1997, from Krescent
Partners L.L.C. and American Holdings I, L.P. to the
holders of Units.

(b) None.

99.(c)(1) Settlement Agreement and Release, dated June 27,
1996, between The Krupp Corporation and Liquidity
Financial Group, L.P. (the "Standstill Agreement").

99.(c)(2) First Amendment to Settlement Agreement and Release,
dated October 8, 1996 (the "First Amendment"),
between The Krupp Corporation and Liquidity Financial
Group, L.P.

99.(c)(3) Second Amendment to Settlement Agreement and Release,
dated January 6, 1997 (the "Second Amendment"),
between The Krupp Corporation and Liquidity Financial
Group, L.P.

99.(c)(4) Assumption Agreement, dated November 21, 1996,
between Liquidity Financial Group, L.P. and Krescent
Partners L.L.C. relating to the Standstill Agreement.

99.(c)(5) Option Agreement, dated November 21, 1996, between
Liquidity Financial Group, L.P. and Apollo Real
Estate Investment Fund II, L.P.

99.(c)(6) First Amendment to Option Agreement, dated as of
January 8, 1997, between Liquidity Financial Group,
L.P., and Apollo Real Estate Investment Fund II, L.P.

9
<PAGE> 10
99.(c)(7) Letter Agreement, dated November 19, 1996, between
Krescent Partners L.L.C. and The Krupp Corporation
relating to the recognition of Krescent Partners
L.L.C. as a transferee of Units.

99.(c)(8) Assumption Agreement, dated January 8, 1997 (the "AHI
Assumption Agreement"), between Liquidity Financial
Group, L.P. and American Holdings I, L.P.

99.(c)(9) Letter Agreement, dated January 8, 1997 (the
"Krescent-AHI Agreement"), between Krescent Partners
L.L.C. and American Holdings I, L.P.

(d) None.

(e) Not applicable.

(f) None.

10
<PAGE> 11
SIGNATURES

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

Dated: January 24, 1997

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners Inc., its
managing member

By: /s/ W. Edward Scheetz
----------------------------
Name: W. Edward Scheetz
Title: President

AP-GP PROM PARTNERS INC.

By: /s/ W. Edward Scheetz
---------------------------------
Name: W. Edward Scheetz
Title: President

AMERICAN HOLDINGS I, L.P.

By: American Holdings I-GP, its
general partner

By: /s/ Henry J. Gerard
----------------------------
Name: Henry J. Gerard
Title: Vice President

AMERICAN HOLDINGS I-GP, INC.

By: /s/ Henry J. Gerard
--------------------------------
Name: Henry J. Gerard
Title: Vice President

AMERICAN PROPERTY INVESTORS, INC.

By: /s/ John P. Saldarelli
--------------------------------
Name: John P. Saldarelli
Title: Vice President

11
<PAGE> 12
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- - - - - - - - - - ------- -----
<S> <C>
99.(a)(1) Offer to Purchase, dated January 24, 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(a)(2) Letter of Transmittal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(a)(3) Cover Letter, dated January 24, 1997, from Krescent Partners L.L.C. and American Holdings I, L.P. to
the holders of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(c)(1) Settlement Agreement and Release, dated June 27, 1996, between The Krupp Corporation and Liquidity
Financial Group, L.P. (the "Standstill Agreement"). . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(c)(2) First Amendment to Settlement Agreement and Release, dated October 8, 1996 (the "First
Amendment"), between The Krupp Corporation and Liquidity Financial Group, L.P. . . . . . . . . . . . . .

99.(c)(3) Second Amendment to Settlement Agreement and Release, dated January 6, 1997 (the "Second
Amendment"), between The Krupp Corporation and Liquidity Financial Group, L.P. . . . . . . . . . . . . .

99.(c)(4) Assumption Agreement, dated November 21, 1996, between Liquidity Financial Group, L.P. and
Krescent Partners L.L.C. relating to the Standstill Agreement . . . . . . . . . . . . . . . . . . . . .

99.(c)(5) Option Agreement, dated November 21, 1996, between Liquidity Financial Group, L.P. and Apollo
Real Estate Investment Fund II, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(c)(6) First Amendment to Option Agreement, dated as of January 8, 1997, between Liquidity Financial Group,
L.P., and Apollo Real Estate Investment Fund II, L.P. . . . . . . . . . . . . . . . . . . . . . . . . .

99.(c)(7) Letter Agreement, dated November 19, 1996, between Krescent Partners L.L.C. and The Krupp
Corporation relating to the recognition of Krescent Partners L.L.C. as a transferee of Units . . . . . .

99.(c)(8) Assumption Agreement, dated January 8, 1997 (the "AHI Assumption Agreement"), between Liquidity
Financial Group, L.P. and American Holdings I, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . .

99.(c)(9) Letter Agreement, dated January 8, 1997 (the "Krescent-AHI Agreement"), between Krescent Partners
L.L.C. and American Holdings I, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

</TABLE>

<PAGE> 1
Exhibit 99.(a)(1)

<PAGE> 2
OFFER TO PURCHASE FOR CASH
UP TO 994,182 DEPOSITARY RECEIPTS
REPRESENTING UNITS
in
KRUPP CASH PLUS LIMITED PARTNERSHIP
at
$6.00 NET PER UNIT
by
KRESCENT PARTNERS L.L.C.
and
AMERICAN HOLDINGS I, L.P.

----------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 24, 1997, UNLESS EXTENDED.
----------------------------------------------------------------------

Krescent Partners L.L.C., a Delaware limited liability company
("Krescent"), and American Holdings I, L.P., a Delaware limited partnership
("AHI" and together with Krescent, the "Purchasers"), hereby offer to purchase
up to 994,182 of the issued and outstanding Depositary Receipts representing
Units (as defined in the Glossary) in Krupp Cash Plus Limited Partnership, a
Massachusetts limited partnership (the "Partnership"), at a purchase price of
$6.00 per Unit, net to the seller in cash (the "Purchase Price"), without
interest thereon, upon the terms and subject to the conditions set forth in
this Offer to Purchase (the "Offer to Purchase") and in the related Letter of
Transmittal, as each may be supplemented, modified or amended from time to time
(which together constitute the "Offer"). The Purchase Price will be
automatically reduced by the aggregate amount of distributions per Unit, if
any, made or declared by the Partnership after January 24, 1997 and on or prior
to the Expiration Date (as defined in Section 1 ("Terms of the Offer")). In
addition, if a distribution is made or declared after the Expiration Date but
prior to the date on which the Purchasers pay the Purchase Price for the
tendered Units, the Purchasers will offset the amount otherwise due to a holder
of Units (a "Unitholder") pursuant to the Offer in respect of the tendered
Units which have been accepted for payment but not yet paid for by the amount
of any such distribution. UNITHOLDERS WHO TENDER THEIR UNITS WILL NOT BE
OBLIGATED TO PAY ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH
COMMISSIONS AND FEES WILL BE BORNE BY THE PURCHASERS. The 994,182 Units sought
pursuant to the Offer represent, to the best knowledge of the Purchasers,
approximately 25% of the Units outstanding as of the date of this Offer.

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

THE PURCHASERS ARE NOT AFFILIATED WITH THE GENERAL PARTNERS OF THE
PARTNERSHIP.

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

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED. SEE SECTION 14 ("CONDITIONS OF THE OFFER").

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

IN ORDER TO COMPLY WITH CERTAIN RESTRICTIONS SET FORTH IN THE
PARTNERSHIP'S AMENDED AGREEMENT OF LIMITED PARTNERSHIP, TENDERS OF
LESS THAN 100 UNITS OR TENDERS OF LESS THAN ALL UNITS OWNED BY A
UNITHOLDER THAT WOULD RESULT IN A UNITHOLDER HOLDING LESS THAN 250
UNITS (100 UNITS IN THE CASE OF TAX-EXEMPT ENTITIES) WILL NOT BE
ACCEPTED.

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

Before tendering, Unitholders are urged to consider the following factors:

- - - - - - - - - - - Although the Purchasers cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price could
differ significantly from the net proceeds that would be realized from
a current sale of the properties owned by the Partnership (the
"Properties") or that may be realized upon a future liquidation of the
Partnership. See Section 13 ("Purchase Price Considerations").

- - - - - - - - - - - The Purchasers are making the Offer with a view to making a profit.
The Purchase Price of $6.00 is approximately 77% and 65%,
respectively, of Krescent's and AHI's respective estimates of the
liquidation value of the Partnership's assets on a per Unit basis of
approximately $7.82 and $9.17 assuming such assets were sold today.
Accordingly, there may be a conflict between the desire of the
Purchasers to acquire the Units at a low price and the desire of
Unitholders to sell their Units at a high price.

- - - - - - - - - - - If Krescent and AHI are successful in acquiring a significant number
of Units pursuant to the Offer, each of Krescent and AHI could in the
future be in a position to significantly influence all Partnership
decisions on which Unitholders may vote, including decisions regarding
removal of any General Partner, merger, sales of assets and
liquidation of the Partnership.
<PAGE> 3
IMPORTANT

Any (i) Unitholder, (ii) beneficial owner, in the case of Depositary
Receipts of Units owned by Individual Retirement Accounts or Keogh Plans (a
"Beneficial Owner"), or (iii) person who has purchased Depositary Receipts but
has not yet been reflected on the Partnership's books as a transferee of such
Depositary Receipts (an "Assignee"), desiring to tender any or all of such
person's Depositary Receipts should either (1) complete and sign the Letter of
Transmittal, or a facsimile copy thereof, in accordance with the instructions
in the Letter of Transmittal and mail or deliver the Letter of Transmittal, or
a facsimile copy thereof, and any other required documents to The Herman Group,
Inc. (the "Information Agent/Depositary"), at the address or facsimile number
set forth below, or (2) request his or her broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for him or her.
Unless the context requires otherwise, references to Unitholders in this Offer
to Purchase shall be deemed to also refer to Beneficial Owners and Assignees.
Questions or requests for assistance may be directed to the Information
Agent/Depositary at the address and telephone number set forth below. Requests
for additional copies of this Offer to Purchase, the Letter of Transmittal and
other related documents may be directed to the Information Agent/Depositary.

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE PURCHASERS OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

EACH UNITHOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO
PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED DOCUMENTS.

FOR ADDITIONAL INFORMATION CALL:

THE HERMAN GROUP, INC.
2121 SAN JACINTO STREET
26TH FLOOR
DALLAS, TX 75201
TELEPHONE: (800) 738-5516
FACSIMILE: (214) 999-9348 OR (214) 999-9323

ii
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Proration; Acceptance for Payment and Payment for Units . . . . . . . . . . . . . . . . . . . . . . 4
3. Procedures for Tendering Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Extension of Tender Period; Termination; Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7. Effects of the Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8. Purpose of the Offer; Future Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
9. Certain Information Concerning the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
10. Certain Information Concerning the Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
11. Background Of The Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12. Source Of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
13. Purchase Price Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
14. Conditions of the Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
15. Certain Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
16. Certain Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
17. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Appendix A. Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Schedule I. Information with respect to the executive officers and directors of AP-GP Prom
Partners Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1

Schedule II. Information with respect to the executive officers and directors of American
Holdings I-GP, Inc. and American Property Investors, Inc. . . . . . . . . . . . . . . . . . S-2

</TABLE>

iii
<PAGE> 5
TO THE HOLDERS OF DEPOSITARY RECEIPTS IN KRUPP CASH PLUS LIMITED PARTNERSHIP:

INTRODUCTION

Krescent Partners L.L.C., a Delaware limited liability company
("Krescent"), and American Holdings I, L.P., a Delaware limited partnership
("AHI" and together with Krescent, the "Purchasers"), hereby offer to purchase
up to 994,182 of the issued and outstanding Depositary Receipts representing
Units (as defined in the Glossary) in Krupp Cash Plus Limited Partnership, a
Massachusetts limited partnership (the "Partnership"), at a purchase price of
$6.00 per Unit, net to the seller in cash (the "Purchase Price"), without
interest, upon the terms and subject to the conditions set forth in this Offer
to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal,
as each may be supplemented, modified or amended from time to time (which
together constitute the "Offer"). The Purchase Price will be automatically
reduced by the aggregate amount of distributions per Unit, if any, made or
declared by the Partnership after January 24, 1997 and on or prior to the
Expiration Date (as defined in Section 1 ("Terms of the Offer")). In addition,
if a distribution is made or declared after the Expiration Date but prior to
the date on which the Purchasers pay the Purchase Price for the tendered Units,
the Purchasers will offset the amount otherwise due a holder of Units (a
"Unitholder") pursuant to the Offer in respect of the tendered Units which have
been accepted for payment but not yet paid for by the amount of any such
distribution. Unitholders who tender their Units will not be obligated to pay
any commissions or Partnership transfer fees, which commissions and fees will
be borne by the Purchasers. The 994,182 Units sought pursuant to the Offer
represent, to the best knowledge of the Purchasers, approximately 25% of the
Units issued and outstanding as of the date of this Offer.

THE PURCHASERS ARE NOT AFFILIATED WITH THE GENERAL PARTNERS OF THE
PARTNERSHIP (THE "GENERAL PARTNERS"). IN ORDER TO COMPLY WITH CERTAIN
RESTRICTIONS SET FORTH IN THE PARTNERSHIP'S AMENDED AGREEMENT OF LIMITED
PARTNERSHIP (THE "PARTNERSHIP AGREEMENT"), TENDERS OF LESS THAN 100 UNITS OR
TENDERS OF LESS THAN ALL UNITS OWNED BY A UNITHOLDER THAT WOULD RESULT IN A
UNITHOLDER HOLDING LESS THAN 250 UNITS (100 UNITS IN THE CASE OF TAX-EXEMPT
ENTITIES, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND KEOGH PLANS) WILL NOT BE
ACCEPTED.

The Purchasers are making this Offer because they believe that the
Units represent an attractive investment at the price offered. There can be no
assurance, however, that the Purchasers' judgment is correct, and, as a result,
ownership of Units (either by the Purchasers or Unitholders who retain their
Units) will remain a speculative investment. The Purchasers are acquiring the
Units for investment purposes and do not intend to make any effort to change
current management or the operations of the Partnership and have no current
plans for any extraordinary transaction involving the Partnership.

FACTORS TO BE CONSIDERED BY UNITHOLDERS. In considering the Offer,
Unitholders are urged to consider the following factors:

- - - - - - - - - - - The Purchasers are making the Offer with a view to making a profit.
Accordingly, there may be a conflict between the desire of the
Purchasers to acquire the Units at a low price and the desire of the
Unitholders to sell their Units at a high price. The Purchase Price
of $6.00 is approximately 77% and 65%, respectively, of Krescent's and
AHI's respective estimates of the liquidation value of the
Partnership's assets on a per Unit basis of approximately $7.82 and
$9.17 assuming such assets were sold today. Upon the liquidation of
the Partnership, the Purchasers will benefit to the extent the amount
per Unit they receive in the liquidation exceeds the Purchase Price,
if any. Therefore, Unitholders might receive more value if they hold
their Units, rather than tender, and receive proceeds from the
liquidation of the Partnership. Alternatively, Unitholders may prefer
to receive the Purchase Price now rather than wait for uncertain
future net liquidation proceeds. No independent person has been
retained to evaluate or render any opinion with respect to the
fairness of the Purchase Price and no representation is made by the
Purchasers or any affiliate of the Purchasers as to such fairness.
When the assets of the
<PAGE> 6
Partnership are ultimately sold, the return to Unitholders could be
higher or lower than the Purchase Price.

- - - - - - - - - - - If Krescent and AHI are successful in acquiring a significant number
of Units pursuant to the Offer, following the Standstill Expiration
Date (as such term is defined in the Glossary), each of Krescent and
AHI could be in a position to significantly influence all Partnership
decisions on which Unitholders may vote. If the maximum number of
Units sought by the Purchasers is tendered and accepted for payment
pursuant to the Offer, Krescent and AHI will own approximately 14.55%
and 10.45% of the outstanding Units, respectively. The Units acquired
by Krescent and AHI will also be subject to a buy/sell arrangement
commencing one year following the Offer that could result in a
consolidation of the Units acquired pursuant to the Offer with either
Krescent or AHI. After the Standstill Expiration Date, the ownership
of tendered Units by Krescent and/or AHI could effectively (i) prevent
non-tendering Unitholders from taking actions they desire but that
Krescent or AHI opposes and (ii) enable either Krescent or AHI to take
action desired by it but opposed by non-tendering Unitholders. Under
the Partnership Agreement, Unitholders holding more than 50% of the
total Units are entitled to take action with respect to a variety of
matters, including: dissolution of the Partnership; removal of any
General Partner and election of a replacement therefor; approve or
disapprove the sale of all or substantially all of the Partnership's
assets; and most types of amendments to the Partnership Agreement.
Although neither Krescent nor AHI have any current intentions with
regard to any of these matters, each of them will, following the
Standstill Expiration Date, vote the Units acquired pursuant to the
Offer in its interest, which may, or may not, be in the best interest
of non-tendering Unitholders. Until the Standstill Expiration Date,
the Purchasers have agreed to vote their Units in the same proportion
as the votes of all of the Unitholders who vote on any proposal.

Unitholders may no longer wish to continue with their investment in
the Partnership for a number of reasons, including:

- - - - - - - - - - - Although not necessarily an indication of value, the $6.00 Purchase
Price is a premium over the $5.19 weighted average selling price for
Units reported for the limited and sporadic secondary market during
the six-month period ended September 30, 1996. See Section 13
("Purchase Price Considerations"). Such secondary market selling
prices do not take into account commissions charged by secondary
market makers effectuating such sales which the Purchasers believe,
based on a typical 250 Unit sales transaction, range from 5% to 8.75%
of the sales price (which would result in a reduction of the net
proceeds to the seller of at least approximately $0.26 per Unit).

- - - - - - - - - - - The Offer will provide Unitholders with an immediate opportunity to
liquidate their investment in the Partnership without the usual
transaction costs associated with market sales or partnership transfer
fees.

- - - - - - - - - - - The Purchasers believe that, based on the experience of Krescent's
financial advisor, Liquidity Financial Advisors, Inc. ("Liquidity
Financial"), and the experience of an affiliate of AHI in their
respective efforts to obtain a list of Unitholders from the General
Partners, it may be difficult for third parties to obtain a Unitholder
list from the General Partners. If the General Partners resist the
efforts of other third parties to obtain a list of Unitholders, such
action could impede or delay the commencement of other tender offers
for the Units. There can be no assurance, however, that the General
Partners will resist the effort of third parties to obtain a list of
Unitholders or that other tender offers for the Units will not be
commenced.

- - - - - - - - - - - Because the Purchasers are subject to the restrictions set forth in
the Standstill Agreement until the Standstill Expiration Date, the
Purchasers will not, until the expiration of such date, be able to
remove and replace the General Partners or cause any extraordinary
transaction with respect to the Partnership. Therefore, future
returns from an investment in the Units will continue to depend, in
part, on the actions or inactions of the General Partners. In
addition, Unitholders are advised that the Purchasers do not have any
current plans or intentions to remove or replace the General Partners
or to effectuate any extraordinary transactions involving the
Partnership.

- - - - - - - - - - - Although there are some limited resale mechanisms available to the
Unitholders wishing to sell their Units, there is no formal or
organized trading market for the Units. The Partnership's Form 10-K
for

2
<PAGE> 7
the year ended December 31, 1995 (the "Form 10-K") states: "There is
no public market for the Units and it is not anticipated that any such
public market will develop." Accordingly, Unitholders who desire
resale liquidity may wish to consider the Offer. The Offer affords a
significant number of Unitholders an opportunity to dispose of their
Units for cash, which alternative otherwise might not be available to
them. However, the Purchase Price is not intended to represent either
the fair market value of a Unit or the fair market value of the
Partnership's assets on a per Unit basis.

- - - - - - - - - - - Unitholders who acquired their Units in the Partnership's original
offering should receive a tax benefit from the sale of their Units.

- - - - - - - - - - - General disenchantment with real estate investments.

- - - - - - - - - - - General disenchantment with long-term investments in limited
partnerships because of, among other things, their illiquidity and the
inability of Unitholders to effectuate management control over the
Partnership's affairs through the annual election of General Partners.
Unitholders should note, however, that they do have the right to
remove the General Partners by a majority vote.

- - - - - - - - - - - The Offer may be attractive to certain Unitholders who wish in the
future to avoid the expenses, delays and complications in filing
complex income tax returns which result from an ownership of Units.

- - - - - - - - - - - The Offer provides Unitholders with the opportunity to liquidate their
Units and to reinvest the proceeds in other investments should they
desire to do so.

- - - - - - - - - - - The Purchasers believe that the Units represent an attractive
investment at the Purchase Price. There can be no assurance, however,
that this judgment is correct. Ownership of Units will remain a
speculative investment.

Following the completion of the Offer and subject to the terms of the
Standstill Agreement, the Purchasers and their affiliates may acquire
additional Units. Any such acquisitions may be made through private purchases,
through one or more future tender offers or by any other means deemed
advisable, and may be at prices higher or lower than the price to be paid for
the Units purchased pursuant to the Offer. See Section 8 ("Purpose of the
Offer; Future Plans").

The Offer is not conditioned upon any minimum number of Units being
tendered. If, as of the Expiration Date, more than 994,182 Units are validly
tendered and not properly withdrawn, the Purchasers will only accept for
purchase on a pro rata basis 994,182 Units, subject to the terms and conditions
herein. See Section 14 ("Conditions of the Offer").

Unitholders are urged to consider carefully all of the information
contained herein before accepting the Offer.

The Purchasers expressly reserve the right, in their sole discretion
and for any reason, to terminate the Offer at any time and to waive any or all
of the conditions of the Offer, although the Purchasers do not presently intend
to waive any such conditions. See Section 7 ("Effects of the Offer"). In
order to comply with certain restrictions set forth in the Partnership
Agreement, tenders of less than 100 Units or tenders of less than all Units
owned by a Unitholder that would result in a Unitholder holding less than 250
Units (100 Units in the case of tax-exempt entities, including Individual
Retirement Accounts and Keogh Plans) will not be accepted.

According to the Form 10-K, there were 4,000,000 Units issued and
outstanding, held of record by approximately 5,400 Unitholders. Krescent owns
5,072.3 Units. AHI does not own any Units.

Except as otherwise indicated, information contained in this Offer to
Purchase is based upon documents and reports publicly filed by the Partnership
with the Commission. Although the Purchasers have no information that any
statements contained in this Offer to Purchase are untrue, the Purchasers do
not take responsibility for the accuracy or completeness of any information
contained in this Offer to Purchase which is derived from such

3
<PAGE> 8
public documents, or for any failure by the Partnership to disclose events
which may have occurred and may affect the significance or accuracy of any such
information but which are unknown to the Purchasers.

Each Unitholder must make his or her own decision based on his or her
particular circumstances. Unitholders should consult with their respective
advisors about the financial, tax, legal and other implications to them of
accepting the Offer. UNITHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND THE OTHER ACCOMPANYING MATERIALS CAREFULLY
BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.

THE TENDER OFFER

1. TERMS OF THE OFFER.

Upon the terms of the Offer (including the terms and conditions of any
extension or amendment of the Offer), the Purchasers will accept for payment
and pay for up to 994,182 Units that are validly tendered on or prior to the
Expiration Date (as hereinafter defined) and not withdrawn in accordance with
Section 4 ("Withdrawal Rights"). The term "Expiration Date" shall mean 12:00
midnight, New York City time, on February 24, 1997, unless the Purchasers, in
their sole discretion, shall have extended the period of time during which the
Offer is open, in which event the term "Expiration Date" shall refer to the
latest time and date at which the Offer, as so extended by the Purchasers, will
expire.

IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASERS SHALL INCREASE THE
PURCHASE PRICE OFFERED TO UNITHOLDERS, SUCH INCREASED PURCHASE PRICE SHALL BE
PAID FOR ALL UNITS ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT
SUCH UNITS WERE TENDERED PRIOR TO THE INCREASE IN CONSIDERATION.

The Offer is conditioned on satisfaction of certain conditions. See
Section 14 (which sets forth in full the conditions of the Offer). The
Purchasers reserve the right (but shall not be obligated), in their sole
discretion, to waive any or all of such conditions. If, on or prior to the
Expiration Date, any or all of such conditions have not been satisfied or
waived, the Purchasers may (i) decline to purchase any of the Units tendered,
terminate the Offer and return all tendered Units to tendering Unitholders,
(ii) waive all the then unsatisfied conditions and, subject to complying with
applicable rules and regulations of the Commission, purchase all Units validly
tendered, (iii) extend the Offer and, subject to the right of Unitholders to
withdraw Units until the Expiration Date, retain the Units that have been
tendered during the period or periods for which the Offer is extended, or (iv)
amend the Offer.

Krescent's financial advisor, Liquidity Financial, provided Krescent
with a list of the Unitholders for the purpose of making the Offer, and this
Offer to Purchase, the related Letter of Transmittal and, if required, any
other relevant materials are being mailed to Unitholders, Beneficial Owners and
Assignees who hold Depositary Receipts representing the Units, to the extent
their names and addresses are on this list.

2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS.

If more than 994,182 Units are validly tendered on or prior to the
Expiration Date and not properly withdrawn on or prior to the Expiration Date,
the Purchasers will only accept for payment, upon the terms and subject to the
conditions of the Offer, and pay for an aggregate of 994,182 Units so tendered,
pro rata according to the number of Units validly tendered and not properly
withdrawn on or prior to the Expiration Date, with appropriate adjustments to
avoid purchases that would violate the transfer restrictions in Section 7.2 of
the Partnership Agreement (the "Transfer Restrictions"). If the number of
Units validly tendered and not properly withdrawn on or prior to the Expiration
Date is less than or equal to 994,182 Units, the Purchasers will purchase all
Units so tendered and not properly withdrawn, upon the terms and subject to the
conditions of the Offer.

In the event that proration of tendered Units is required, and because
of the difficulty of determining the proration results, the Purchasers may not
be able to announce the final results of such proration until at least
approximately seven business days after the Expiration Date. Subject to the
Purchasers' obligation under Rule

4
<PAGE> 9
14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to pay Unitholders the Purchase Price in respect of Units tendered or
return those Units promptly after the termination or withdrawal of the Offer,
the Purchasers do not intend to pay for any Units accepted for payment pursuant
to the Offer until the final proration results are known.

Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Purchasers will purchase, by accepting for
payment, and will pay for, all Units validly tendered and not withdrawn in
accordance with Section 4 on or prior to the Expiration Date as promptly as
practicable following the Expiration Date. In addition, subject to applicable
rules of the Commission, the Purchasers expressly reserve the right to delay
acceptance for payment of, or payment for, Units pending receipt of any
regulatory or governmental approvals specified in Section 15 ("Certain Legal
Matters") or pending receipt of any additional documentation required by the
Letter of Transmittal. In all cases, payment for Units accepted for payment
pursuant to the Offer will be made only after timely receipt by the Information
Agent/Depositary of (a) the Letter of Transmittal (or a facsimile copy thereof)
properly completed and duly executed, with required medallion signature
guarantees (unless waived by the Purchasers in their sole and absolute
discretion), and (b) any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Purchasers shall be deemed to have
accepted for payment tendered Units when, as and if the Purchasers give oral or
written notice to the Information Agent/Depositary of the Purchasers'
acceptance for payment of such Units pursuant to the Offer. No tender of Units
will be deemed to have been validly made until all defects and irregularities
with respect to such tender have been cured or waived. Upon the terms and
subject to the conditions of the Offer, payment for Units tendered and accepted
for payment pursuant to the Offer will in all cases be made by deposit of the
Purchase Price with the Information Agent/Depositary, which will act as agent
for the tendering Unitholders for the purpose of receiving payment from the
Purchasers and transmitting payment to tendering Unitholders.

The Purchase Price will automatically be reduced by the aggregate
amount of distributions per Unit, if any, made or declared by the Partnership
after January 24, 1997 and on or prior to the Expiration Date. In addition, if
a distribution is made or declared after the Expiration Date but prior to the
date on which the Purchasers or their assignees pay for tendered Units, the
Purchasers will offset the amount otherwise due to a Unitholder pursuant to the
Offer in respect of tendered Units which have been accepted for payment but not
yet paid for by the amount of any such distribution. UNDER NO CIRCUMSTANCES
WILL THE PURCHASERS PAY INTEREST ON THE PURCHASE PRICE FOR UNITS.

If any tendered Units are not purchased pursuant to the Offer for any
reason, the Letter of Transmittal with respect to such Units will be destroyed
by the Information Agent/Depositary. If, for any reason whatsoever, acceptance
for payment of or payment for any Units tendered pursuant to the Offer is
delayed or the Purchasers are unable to accept for payment, purchase or pay for
Units tendered pursuant to the Offer, then, without prejudice to the
Purchasers' rights under Section 14 ("Conditions of the Offer"), the
Information Agent/Depositary may, nevertheless, on behalf of the Purchasers and
subject to Rule 14e-1(c) under the Exchange Act, retain tendered Units, and
such Units may not be withdrawn except to the extent that the tendering
Unitholder is entitled to withdrawal rights as described in Section 4
("Withdrawal Rights").

3. PROCEDURES FOR TENDERING UNITS.

VALID TENDER. For Units to be validly tendered pursuant to the Offer,
a Letter of Transmittal, properly completed and duly executed, together with
any other documents required by the Letter of Transmittal, must be received by
the Information Agent/Depositary at its address on the back cover page of the
Offer to Purchase on or prior to the Expiration Date. In order to comply with
certain restrictions set forth in the Partnership Agreement, tenders of less
than 100 Units or tenders of less than all Units owned by a Unitholder that
would result in a Unitholder holding less than 250 Units (100 Units in the case
of tax-exempt entities, including Individual Retirement Accounts and Keogh
Plans) will not be accepted. See Instruction 1 to the Letter of Transmittal.

5
<PAGE> 10
IN ORDER FOR A TENDERING UNITHOLDER TO PARTICIPATE IN THE OFFER, UNITS
MUST BE VALIDLY TENDERED AND NOT WITHDRAWN ON OR PRIOR TO THE EXPIRATION DATE,
WHICH IS 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 24, 1997, UNLESS
EXTENDED.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY. SEE INSTRUCTION 2 TO THE LETTER OF TRANSMITTAL.

SIGNATURE GUARANTEES. The signature(s) on the Letter of Transmittal
must be medallion guaranteed by a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or
agency in the United States, a brokerage firm that is a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. (the "NASD") as provided in the Letter of
Transmittal. See Instruction 2 of the Letter of Transmittal.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible
application of backup federal income tax withholding with respect to payment of
the Purchase Price pursuant to the offer, a tendering Unitholder must provide
the Purchasers with such Unitholder's correct taxpayer identification number or
social security number by completing the Substitute Form W-9 included in the
Letter of Transmittal. See Instruction 3 to the Letter of Transmittal.

FIRPTA WITHHOLDING. To prevent the withholding of federal income tax
in an amount equal to 10% of the sum of the Purchase Price plus the amount of
Partnership liabilities allocable to each Unit purchased, each Unitholder must
complete the FIRPTA Affidavit included in the Letter of Transmittal certifying
such Unitholder's taxpayer identification number and address and that the
Unitholder is not a foreign person. See Instruction 3 to the Letter of
Transmittal.

REINVESTMENT PLAN. The Partnership established a reinvestment plan
which enables Unitholders to have their distributions from the Partnership
invested in additional Units. The Purchasers do not know which Unitholders
participate in this reinvestment plan and, if so, the number of Units
beneficially owned in such plan by the participating Unitholder. Therefore,
the Purchasers have provided a box at the beginning of the Letter of
Transmittal to be checked by Unitholders who desire to sell all their Units,
including Units beneficially owned by them in the reinvestment plan.

APPOINTMENT AS PROXY; POWER OF ATTORNEY. By executing and delivering
the Letter of Transmittal, a tendering Unitholder irrevocably appoints the
Purchasers and the designees of the Purchasers and each of them as such
Unitholder's proxies, with full power of substitution, in the manner set forth
in the Letter of Transmittal, each with full power of substitution, to the full
extent of such Unitholder's rights with respect to the Units tendered by such
Unitholder and accepted for payment by the Purchasers (and with respect to any
and all other Units or other securities issued or issuable in respect of such
Units on or after the date hereof). All such proxies shall be considered
irrevocable and coupled with an interest in the tendered Units. Such
appointment will be effective when, and only to the extent that, the Purchasers
accept such Units for payment. Upon such acceptance for payment, all prior
proxies given by such Unitholder with respect to such Units (and such other
Units and securities) will be revoked without further action, and no subsequent
proxies may be given nor any subsequent written consents executed (and, if
given or executed, will not be deemed effective). The Purchasers and their
designees will, with respect to the Units (and such other Units and securities)
for which such appointment is effective, be empowered to exercise all voting
and other rights of such Unitholder as they in their sole discretion may deem
proper pursuant to the Partnership Agreement or otherwise. The Purchasers may
assign such proxy and/or power of attorney to any person with or without
assigning the related Units with respect to which such proxy and/or power of
attorney was granted. The Purchasers reserve the right to require that, in
order for Units to be deemed validly tendered, immediately upon the Purchasers'
payment for such Units, the Purchasers must be able to exercise full voting
rights with respect to such Units and other securities, including voting at any
meeting of Unitholders.

6
<PAGE> 11
In addition, pursuant to such appointment as attorneys-in-fact, the
Purchasers and their designees each will have the power, among other things,
(i) to seek to transfer ownership of such Units on the Partnership's books (and
execute and deliver any accompanying evidences of transfer and authenticity any
of them may deem necessary or appropriate in connection therewith, including,
without limitation, any documents or instruments required to be executed under
the Partnership Agreement or a "Transferor's (Seller's) Application for
Transfer" created by the NASD, if required), (ii) upon receipt by the
Information Agent/Depositary (as the tendering Unitholder's agent) of the
Purchase Price, to receive any and all distributions made by the Partnership
after the Expiration Date, and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Units in accordance with the terms
of the Offer, (iii) to execute and deliver to the Partnership, the General
Partners and/or the Corporate Limited Partner (as the case may be) a change of
address form instructing the Partnership to send any and all future
distributions to which the Purchasers are entitled pursuant to the terms of the
Offer in respect of tendered Units to the address specified in such form, and
(iv) to endorse any check payable to or upon the order of such Unitholder
representing a distribution to which the Purchasers are entitled pursuant to
the terms of the Offer, in each case on behalf of the tendering Unitholder.

ASSIGNMENT OF ENTIRE INTEREST IN THE PARTNERSHIP. By executing and
delivering the Letter of Transmittal, a tendering Unitholder irrevocably
assigns to the Purchasers and their assigns all of the, direct and indirect,
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the Expiration Date in respect of
the Units tendered by such Unitholder and accepted for payment by the
Purchasers, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. Krescent and AHI each
reserve the right to transfer or assign, in whole or from time to time in part,
to any third party, the right to purchase Units tendered pursuant to the Offer,
together with its rights under the Letter of Transmittal, but any such transfer
or assignment will not relieve the assigning party of its obligations under the
Offer or prejudice the rights of tendering Unitholders to receive payment for
Units validly tendered and accepted for payment pursuant to the Offer.

DETERMINATION OF VALIDITY. All questions as to the form of documents
and validity, eligibility (including time of receipt) and acceptance for
payment of any tender of Units will be determined by the Purchasers, in their
sole discretion, whose determination shall be final and binding on all parties.
The Purchasers reserve the absolute right to reject any or all tenders
determined by them not to be in proper form, or the acceptance of or payment
for which may, in the opinion of the Purchasers' counsel, be unlawful. The
Purchasers also reserve the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in any tender of Units of any
particular Unitholder whether or not similar defects or irregularities are
waived in the case of other Unitholders.

ASSIGNEE STATUS. Assignees must provide documentation to the
Information Agent/Depositary which demonstrates, to the satisfaction of the
Purchasers, such person's status as an assignee of a Unit.

The Purchasers' interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding. No tender of Units will be deemed to have been validly
made until all defects and irregularities with respect to such tender have been
cured or waived. None of the Purchasers, any of their affiliates or assigns,
if any, the Information Agent/Depositary or any other person will be under any
duty to give any notification of any defects or irregularities in tenders or
incur any liability for failure to give any such notification.

The Purchasers' acceptance for payment of Units tendered pursuant to
the procedures described above will constitute a binding agreement between the
tendering Unitholder and the Purchasers upon the terms and subject to the
conditions of the Offer.

4. WITHDRAWAL RIGHTS.

Tenders of Units made pursuant to the Offer are irrevocable, except
that Units tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment as provided in
this Offer to Purchase, may also be withdrawn at any time after March 25, 1997.

7
<PAGE> 12
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Information
Agent/Depositary at the address set forth on the back cover of this Offer to
Purchase. Any such notice of withdrawal must specify the name(s) of the
person(s) who tendered the Units to be withdrawn, the number of Units to be
withdrawn and the name(s) of the registered holder(s) of the Units, if
different from that of the person(s) who tendered such Units. Such notice of
withdrawal must also be signed by the same person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed
(including medallion signature guarantees). If the Units are held in the name
of two or more persons, all such persons must sign the notice of withdrawal.
Any Units properly withdrawn will be deemed not validly tendered for purposes
of the Offer, but may be re- tendered at any subsequent time prior to the
Expiration Date by following the procedures described in Section 3 ("Procedures
for Tendering Units").

If, for any reason whatsoever, acceptance for payment of any Units
tendered pursuant to the Offer is delayed, or the Purchasers are unable to
accept for payment or pay for Units tendered pursuant to the Offer, then,
without prejudice to the Purchasers' rights set forth herein, the Information
Agent/Depositary may, nevertheless, on behalf of the Purchasers, retain
tendered Units and such Units may not be withdrawn except to the extent that
the tendering Unitholder is entitled to and duly exercises withdrawal rights as
described herein. The reservation by the Purchasers of the right to delay the
acceptance or purchase of or payment for Units is subject to the provisions of
Rule 14e-1(c) under the Exchange Act, which requires the Purchasers to pay the
consideration offered or return Units tendered by or on behalf of Unitholders
promptly after the termination or withdrawal of the Offer.

All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchasers, in their sole
discretion, whose determination shall be final and binding. None of the
Purchasers, any of their affiliates or assigns, if any, the Information
Agent/Depositary or any other person will be under any duty to give any
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.

5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT.

The Purchasers reserve the right, in their sole discretion and
regardless of whether any of the conditions set forth in Section 14
("Conditions of the Offer") shall have been satisfied, at any time and from
time to time, (i) to extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and the payment for, any Units,
(ii) to terminate the Offer and not accept for payment any Units not already
accepted for payment or paid for, and (iii) to amend the Offer in any respect
by giving oral or written notice of such amendment to the Information
Agent/Depositary.

If the Purchasers increase or decrease either the number of the Units
being sought or the consideration to be paid for any Units pursuant to the
Offer and the Offer is scheduled to expire at any time before the expiration of
a period of 10 business days from, and including, the date that notice of such
increase or decrease is first published, sent or given in the manner specified
below, the Offer will be extended until, at a minimum, the expiration of such
period of 10 business days. If the Purchasers make a material change in the
terms of the Offer (other than a change in price or percentage of securities
sought) or in the information concerning the Offer, or waive a material
condition of the Offer, the Purchasers will extend the Offer, if required by
applicable law, for a period sufficient to allow Unitholders to consider the
amended terms of the Offer.

The Purchasers also reserve the right, in their sole discretion, in
the event any of the conditions specified under Section 14 ("Conditions of the
Offer") shall not have been satisfied and so long as Units have not theretofore
been accepted for payment, to delay (except as otherwise required by applicable
law) acceptance for payment of or payment for Units or to terminate the Offer
and not accept for payment or pay for Units.

If the Purchasers extend the period of time during which the Offer is
open, delay acceptance for payment of or payment for Units or are unable to
accept for payment or pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchasers' rights under the Offer, the Information
Agent/Depositary may, on behalf of the Purchasers, retain all Units tendered,
and such Units may not be withdrawn except as otherwise provided under Section
4 ("Withdrawal Rights"). The reservation by the Purchasers of the right to
delay acceptance for payment of or payment for Units is subject to applicable
law, which requires that the Purchasers pay the

8
<PAGE> 13
consideration offered or return the Units deposited by or on behalf of
Unitholders promptly after the termination or withdrawal of the Offer.

Any extension, termination or amendment of the Offer will be followed
as promptly as practicable by a public announcement thereof. Without limiting
the manner in which the Purchasers may choose to make any public announcement,
the Purchasers will have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service. In
the case of an extension of the Offer, the Purchasers will make a public
announcement of such extension no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.

6. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following summary is a general discussion of certain federal
income tax consequences of a sale of Units pursuant to the Offer assuming that
the Partnership is a partnership for federal income tax purposes and that it is
not a "publicly traded partnership" as defined in Section 7704 of the Internal
Revenue Code of 1986, as amended (the "Code"). This summary is based on the
Code, applicable Treasury Regulations thereunder, administrative rulings,
practice and procedures and judicial authority as of the date of the Offer.
All of the foregoing are subject to change, and any such change could affect
the continuing accuracy of this summary. This summary does not discuss all
aspects of federal income taxation that may be relevant to a particular
Unitholder in light of such Unitholder's specific circumstances or to certain
types of Unitholders subject to special treatment under the federal income tax
laws (for example, foreign persons (if any), dealers in securities, banks,
insurance companies and tax-exempt entities), nor does it discuss any aspect of
state, local, foreign or other tax laws. Sales of Units pursuant to the Offer
will be taxable transactions for federal income tax purposes, and may also be
taxable transactions under applicable state, local, foreign and other tax laws.
EACH UNITHOLDER SHOULD CONSULT HIS OR ITS TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO SUCH UNITHOLDER OF SELLING UNITS PURSUANT TO THE OFFER.

CONSEQUENCES TO TENDERING UNITHOLDER. A Unitholder will recognize
gain or loss on a sale of Units pursuant to the Offer equal to the difference
between (i) the Unitholder's "amount realized" on the sale and (ii) the
Unitholder's adjusted tax basis in the Units sold. The "amount realized" with
respect to a Unit sold pursuant to the Offer will be a sum equal to the amount
of cash received by the Unitholder for the Unit plus the amount of Partnership
liabilities allocable to the Unit (as determined under Code Section 752). The
amount of a Unitholder's adjusted tax basis in Units sold pursuant to the Offer
will vary depending upon the Unitholder's particular circumstances, and will be
affected by both allocations of Partnership income, gain or loss, and any cash
distributions made by the Partnership to a Unitholder with respect to such
Units. In this regard, tendering Unitholders will be allocated a pro rata
share of the Partnership's taxable income or loss with respect to Units sold
pursuant to the Offer through the effective date of the sale.

A Unitholder who acquired Units pursuant to the original offering of
Units by the Partnership is expected to recognize a tax loss on a sale of Units
pursuant to the Offer. Even if the Unitholder is subject to the passive
activity loss limitation (discussed below), such loss generally could be
deducted in full in the year of sale (subject to other applicable limitations,
including the limitation on the deductibility of capital losses, discussed
below) provided the Unitholder sells all of his or its Units.

In general, the character (as capital or ordinary) of Unitholder's
gain or loss on a sale of a Unit pursuant to the Offer will be determined by
allocating the Unitholder's amount realized on the sale and his adjusted tax
basis in the Units sold between "Section 751 items," which are "substantially
appreciated inventory" and "unrealized receivables" (including depreciation
recapture) as defined in Code Section 751, and non-Section 751 items. The
difference between the portion of the Unitholder's amount realized that is
allocable to Section 751 items and the portion of the Unitholder's adjusted tax
basis in the Units sold that is so allocable will be treated as ordinary income
or loss, and the difference between the Unitholder's remaining amount realized
and adjusted tax basis will be treated as capital gain or loss assuming the
Units were held by the Unitholder as a capital asset. The Purchasers believe
that substantially all of any tax loss realized on a sale of Units pursuant to
the Offer will be treated as a capital loss under these rules, although it is
possible, because a Unitholder's adjusted tax basis in the Units sold will be
allocated to Section 751 items based on the Partnership's tax basis in these
items, that a

9
<PAGE> 14
Unitholder may recognize ordinary income with respect to the portion of the
Unitholder's amount realized on the sale of a Unit that is attributable to
Section 751 items while recognizing a capital loss with respect to the balance
of the selling price.

A Unitholder's capital gain (if any) or loss on a sale of Units
pursuant to the Offer will be treated as long- term capital gain or loss if the
Unitholder's holding period for the Units exceeds one year. Under current law
(which is subject to change), long-term capital gains of individuals and other
non-corporate taxpayers are taxed at a maximum marginal federal income tax rate
of 28%, whereas the maximum marginal federal income tax rate for other income
of such persons is 39.6%. Capital losses are deductible only to the extent of
capital gains, except that non-corporate taxpayers may deduct up to $3,000 of
capital losses in excess of the amount of their capital gains against ordinary
income. Excess capital losses generally can be carried forward to succeeding
years (a corporation's carryforward period is five years and a non-corporate
taxpayer can carry forward such losses indefinitely); in addition,
corporations, but not non-corporate taxpayers, are allowed to carry back excess
capital losses to the three preceding taxable years.

Under Code Section 469, a non-corporate taxpayer or personal service
corporation can deduct passive activity losses in any year only to the extent
of such person's passive activity income for such year, and closely held
corporations may not offset such losses against so-called "portfolio" income.
If the Unitholder recognizes a loss on the sale of Units, such loss generally
would not be subject to the passive activity loss limitation, and therefore,
could be deducted in full in the year of sale (subject to any other applicable
limitations), provided the Unitholder sells all his Units. If a Unitholder is
unable to sell all his Units, the deductibility of such losses would continue
to be subject to the passive activity loss limitation until the Unitholder
sells his remaining Units. See Section 7 ("Effects of the Offer").

A Unitholder (other than corporations and certain foreign individuals)
who tenders Units may be subject to 31% backup withholding unless the
Unitholder provides a taxpayer identification number ("TIN") and certifies that
the TIN is correct or properly certifies that he is awaiting a TIN. A
Unitholder may avoid backup withholding by properly completing and signing the
Substitute Form W-9 included as part of the Letter of Transmittal. IF A
UNITHOLDER WHO IS SUBJECT TO BACKUP WITHHOLDING DOES NOT PROPERLY COMPLETE AND
SIGN THE SUBSTITUTE FORM W-9, THE PURCHASERS WILL WITHHOLD 31% FROM PAYMENTS TO
SUCH UNITHOLDER. SEE INSTRUCTION 3 TO THE LETTER OF TRANSMITTAL.

Gain realized by a foreign Unitholder on a sale of a Unit pursuant to
the Offer will be subject to federal income tax. Under Section 1445 of the
Code, the transferee of a partnership interest held by a foreign person is
generally required to deduct and withhold a tax equal to 10% of the amount
realized on the disposition. The Purchasers will withhold 10% of the amount
realized by a tendering Unitholder from the Purchase Price payable to such
Unitholder unless the Unitholder properly completes and signs the FIRPTA
Affidavit included as part of the Letter of Transmittal certifying the
Unitholder's TIN, that such Unitholder is not a foreign person and the
Unitholder's address. Amounts withheld would be creditable against a foreign
Unitholder's federal income tax liability and, if in excess thereof, a refund
could be obtained from the Internal Revenue Service by filing a U.S. income tax
return.

CONSEQUENCES TO A NON-TENDERING UNITHOLDER. The Purchasers do not
anticipate that a Unitholder who does not tender his or her Units will realize
any material tax consequences as a result of the election not to tender.
However, if as a result of the Offer there is a sale or exchange of 50% or more
in Partnership capital and profits within a 12- month period, a termination of
the Partnership for federal income tax purposes would occur, and the taxable
year of the Partnership would close. In the case of such a sale or exchange,
the Properties (subject to related debt) of the Partnership would be treated as
distributed to the partners, and following the deemed distribution,
contribution of the same properties would be deemed to be made to a new
partnership or to an association taxable as a corporation. The Purchasers have
not, however, had access to complete information concerning assignments of
Units and cannot, therefore, be certain that the Partnership will not terminate
for tax purposes as a result of sales pursuant to the Offer. The consequences
of a termination of the Partnership could include changes in the methods of
depreciation available to the Partnership for tax purposes, changes in the tax
basis of the Partnership's assets, possible recognition of taxable gain
resulting from any deemed cash distribution in excess of the non-tendering
Limited Partner's tax basis in his or her Units, and possibly other
consequences the extent of which cannot be determined by the Purchasers without
access to the books and records of the

10
<PAGE> 15
Partnership. In addition, a termination of the Partnership could cause the
Partnership or their assets to become subject to unfavorable statutory or
regulatory changes enacted or issued prior to the termination but previously
not applicable to the Partnership or their assets because of protective
"transitional" rules. The Purchasers have reserved the right not to purchase
Units to the extent such purchase would cause a termination of the Partnership
for federal income tax purposes.

CONSEQUENCES TO A TAX-EXEMPT UNITHOLDER. Although certain entities
are generally exempt from federal income taxation, such tax-exempt entities
(including individual retirement accounts (each an "IRA")) are subject to
federal income tax on any "unrelated business taxable income" ("UBTI"). UBTI
generally includes, among other things, income (other than, in the case of
property which is not "debt-financed property", interest, dividends, real
property rents not dependent upon income or profits, and gain from disposition
of non-inventory property) derived by certain trusts (including IRAs) from a
trade or business or by certain other tax-exempt organizations from a trade or
business, the conduct of which is not substantially related to the exercise of
such organization's charitable, educational or other exempt purpose and income
to the extent derived from debt-financed property. UBTI would also arise if
the Partnership were treated for income tax purposes as a publicly traded
partnership.

To the extent the Partnership holds debt financed property or
inventory or other assets as a dealer, a tax- exempt Unitholder (including an
IRA) could realize UBTI on the sale of a Partnership interest. In addition, a
tax-exempt Unitholder will realize UBTI upon the sale of a Unit, if such
Unitholder held its Units as inventory or otherwise as dealer property, or
acquired its Units with acquisition indebtedness. However, any UBTI recognized
by a tax-exempt Unitholder as a result of a sale of a Unit, in general, may be
offset by such Unitholder's net operating loss carryover (determined without
taking into account any amount of income or deduction which is excluded in
computing UBTI), subject to applicable limitations.

EACH TAX-EXEMPT UNITHOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF SELLING OR NOT SELLING UNITS
PURSUANT TO THE OFFER.

7. EFFECTS OF THE OFFER.

CERTAIN RESTRICTIONS ON TRANSFER OF INTERESTS. The Partnership
Agreement restricts transfers of the Depositary Receipts that represent the
Units if, among other things, such transfer would cause a termination of the
Partnership for federal income tax purposes (which termination would occur when
Depositary Receipts representing Units that, in turn, represent 50% or more of
the total Partnership capital and profits are transferred within a twelve-month
period). Consequently, sales of Depositary Receipts representing Units in the
secondary market and in private transactions during the twelve-month period
following completion of the Offer may be restricted, and requests for transfers
of Depositary Receipts during such twelve-month period may not be recognized.
The Purchasers do not intend to purchase Depositary Receipts to the extent such
purchase would violate the transfer restrictions set forth in the Partnership
Agreement. See Section 6 ("Federal Income Tax Considerations--Consequences to a
Non-Tendering Unitholder").

EFFECT ON TRADING MARKET; REGISTRATION UNDER SECTION 12(g) OF THE
EXCHANGE ACT. If a substantial number of Units are purchased pursuant to the
Offer, the result will be a reduction in the number of Unitholders. In the
case of certain kinds of equity securities like the Units, a reduction in the
number of securityholders might be expected to result in a reduction in the
liquidity and volume of activity in the trading market for the security. The
Form 10-K states: "There is no public market for the Units and it is not
anticipated that any such public market will develop." Therefore, the
Purchasers do not believe a reduction in the number of Unitholders will
materially further restrict the Unitholders' ability to find purchasers for
their Units through secondary market transactions.

Partnership Profiles, Inc., which publishes the Partnership Spectrum,
tracks recent trades in certain limited partnership interests. For the six
months ended September 30, 1996, the Partnership Spectrum reports that a total
of 19,053 Units traded at per Unit prices between $4.50 and $5.75 with a
weighted average of $5.19 per Unit. The most recent issue of the Partnership
Spectrum (September/October, 1996) indicates that 3,499 Units traded in the
period from August 1, 1996 through September 30, 1996 at per Unit prices
between $5.10 and $5.75 with a weighted average price of $5.38 per Unit.

11
<PAGE> 16
The Units currently are registered under Section 12(g) of the Exchange
Act, which means, among other things, that the Partnership is required to file
periodic reports with the Commission and to comply with the Commission's proxy
rules. The Purchasers do not expect or intend that consummation of the Offer
will cause the Units to cease to be registered under Section 12(g) of the
Exchange Act. If the Units were to be held by fewer than 300 persons, the
Partnership could apply to de-register the Units under the Exchange Act.
Because the Units are widely held, however, the Purchasers expect that even if
they purchase the maximum number of Units in the Offer, the Units will continue
to be held of record by substantially more than 300 persons.

CONTROL OF ALL UNITHOLDER VOTING DECISIONS BY PURCHASERS. Pursuant to
the Partnership Agreement, each of Krescent and AHI, through the Corporate
Limited Partner, will have the right to vote each Unit purchased by it pursuant
to the Offer. If Krescent and AHI are successful in acquiring a significant
number of Units pursuant to the Offer, and following the Standstill Expiration
Date, each of Krescent and AHI could be in a position to significantly
influence all Partnership decisions on which Limited Partners may vote. If the
maximum number of Units sought by the Purchasers is tendered and accepted for
payment pursuant to the Offer, Krescent and AHI will own approximately 14.55%
and 10.45% of the outstanding Units, respectively. See discussion of
Krescent-AHI Agreement in Section 11 ("Background of the Offer"). The Units
acquired by Krescent and AHI will also be subject to a buy/sell arrangement
commencing one year following the Offer that could result in a consolidation of
the Units acquired pursuant to the Offer with either Krescent or AHI. After
the Standstill Expiration Date, the ownership of tendered Units by Krescent
and/or AHI could effectively (i) prevent non-tendering Unitholders from taking
action they desire but that Krescent or AHI opposes and (ii) enable Krescent or
AHI to take action desired by it but opposed by non-tendering Unitholders.
Generally, under the Partnership Agreement, holders of more than 50% of the
total Units are entitled, through the Corporate Limited Partner, to take action
with respect to a variety of matters, including: removal of any General
Partner and the election of a replacement therefor; dissolution of the
Partnership; approve or disapprove the sale of all or substantially all of the
Partnership's properties; and most types of amendments to the Partnership
Agreement. Although neither Krescent nor AHI has any current plans or
intentions with regard to any of these matters, each of them will, following
the Standstill Expiration Date, vote the Units acquired pursuant to the Offer
in its interest, which may, or may not, be in the best interest of
non-tendering Unitholders. Until the Standstill Expiration Date, Krescent and
AHI have agreed to vote their Units in the same proportion as the votes of all
the Unitholders who vote on any proposals. See Section 8 ("Purpose of the
Offer; Future Plans") for certain contractual limitations on Krescent and AHI
regarding their participation in certain extraordinary transactions involving
the Partnership, including the solicitation of proxies to replace the General
Partners.

8. PURPOSE OF THE OFFER; FUTURE PLANS.

PURPOSE OF THE OFFER. The purpose of the Offer is to enable each of
the Purchasers to acquire a significant interest in the Partnership for
investment purposes based on its expectation that there may be underlying value
in the Properties. Neither of the Purchasers currently intends to make any
effort to change current management or the operation of the Partnership or has
current plans or intentions for any extraordinary transaction involving the
Partnership. However, the plans of either Krescent or AHI with respect to its
investment in the Units could change at any time in the future. If such plans
with respect to the Partnership change in the future, the ability of Krescent
or AHI to influence actions on which Unitholders (through the Corporate Limited
Partner) have a right to vote will depend on the Unitholders' response to the
Offer (i.e., the number of Units tendered). If the Purchasers acquire only a
few Units pursuant to the Offer, neither of them would be in a position to
influence matters over which Unitholders have a right to vote. Conversely, if
the maximum number of Units sought are tendered and accepted for payment
pursuant to the Offer, Krescent and AHI will own approximately 14.55% and
10.45% of the issued and outstanding Units, respectively, and, as a result,
will, following the Standstill Expiration Date, each be in a position to exert
significant control over matters on which Unitholders (through the Corporate
Limited Partner) have a right to vote. The purchase of the Units will allow
the Purchasers to benefit from any of the following: (a) any cash
distributions from Partnership operations in the ordinary course of business;
(b) any distributions of net proceeds from the sale of any Properties; and (c)
any distributions of net proceeds from the liquidation of the Partnership.

FUTURE PLANS. Following the completion of the Offer and subject to
the terms of the Standstill Agreement, the Purchasers and their affiliates may
acquire additional Units. Any such acquisition may be made

12
<PAGE> 17
through private purchases, through one or more future tender offers or by any
other means deemed advisable, and may be at prices higher or lower than the
price to be paid for the Units purchased to the Offer.

Pursuant to an Agreement dated November 21, 1996 between Krescent and
Liquidity Financial Group, L.P., an affiliate of Liquidity Financial (a copy of
which has been filed as Exhibit (c)(4) to the Purchasers' Tender Offer
Statement on Schedule 14D-1 filed with the Commission on January 24, 1997),
Krescent assumed the restrictions set forth in the Standstill Agreement, as
described below. Pursuant to an Assumption Agreement dated January 8, 1997
between AHI and Liquidity Financial Group, L.P. (a copy of which has been filed
as Exhibit (c)(8) to the Purchasers' Tender Offer Statement on Schedule 14D-1
filed with the Commission on January 24, 1997), AHI agreed to become bound by
the restrictions set forth in the Standstill Agreement with respect to the
Partnership. As a result, each of Krescent and AHI agreed that, prior to the
Standstill Expiration Date, it will not and it will cause certain affiliates
not to (i) acquire, attempt to acquire or make a proposal to acquire, directly
or indirectly, more than 25% (including Units acquired through all other means)
of the outstanding Units, (ii) propose or propose to enter into, directly or
indirectly, any merger, consolidation, business combination, sale or
acquisition of assets, liquidation, dissolution or other similar transaction
involving the Partnership, (iii) make, or in any way participate, directly or
indirectly, in any "solicitation" of "proxies" or "consents" (as such terms are
used in the proxy rules of the Securities and Exchange Commission) to vote, or
seek to advise or influence any person with respect to the voting of any voting
securities of the Partnership, (iv) form, join or otherwise participate in a
"group" (within the meaning of Section 13(d)(3) of the Exchange Act)) with
respect to any voting securities of the Partnership unless each member of such
group agrees in writing to be bound by the terms of the Standstill Agreement,
provided, however, that those affiliates bound by the Standstill Agreement will
not be deemed to be acting in a "group" in violation of it solely by virtue of
voting in compliance with the Standstill Agreement, (v) sell, transfer or
assign any Units to any person or entity not bound by the terms and conditions
of the Standstill Agreement, (vi) disclose any intention, plan or arrangement
inconsistent with the terms of the Standstill Agreement, or (vii) loan money
to, advise, assist or encourage any person in connection with any actions
restricted or prohibited by the terms of the Standstill Agreement.

9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP.

Information included herein concerning the Partnership is derived from
the Partnership's publicly-filed reports. Additional financial and other
information concerning the Partnership is contained in the Partnership's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the
Commission. Such reports and other documents may be examined and copies may be
obtained from the public reference facilities maintained at the principal
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
the regional offices of the Commission located at Seven World Trade Center,
13th Floor, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and at the Commission's World Wide Web site at
http://www.sec.gov. Copies should be available by mail upon payment of the
Commission's customary charges by writing to the Commission's principal offices
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Purchasers disclaim any
responsibility for the information included in such reports and extracted in
this Offer to Purchase.

THE PARTNERSHIP'S ASSETS AND BUSINESS

The Partnership is a limited partnership formed in 1985, under the
laws of the Commonwealth of Massachusetts. Its principal executive offices are
located at 470 Atlantic Avenue, Boston, Massachusetts, 02210. Its telephone
number is (617) 423-2233.

The Partnership is engaged in the business of investing in and
operating real estate and related assets. The Partnership has an objective to
make partially tax sheltered distributions of the cash flow generated by the
Partnership's properties and mortgage backed securities.

As of December 31, 1995, the Partnership held unleveraged interests in
three retail centers containing an aggregate of 613,929 square feet of leasable
area.

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<PAGE> 18
The following table sets forth certain information regarding the
retail centers as of December 31, 1995. More comprehensive information
concerning such properties is included in the Form 10-K.

<TABLE>
<CAPTION>
Current
Leasable Average Occupancy
Square For Year Ended
Retail Center Name Location Footage December 31,
------------------ -------- -------------- ------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Luria's Plaza Vero Beach, FL 156,526 97% 97% 74% 82% 82%

High Point National High Point, NC 242,124 100% 99% 100% 99% 97%
Furniture Mart

Tradewinds Shopping Center Hanover Park, IL 215,279 93% 92% 89% 89% 79%
</TABLE>

As of December 31, 1995, the Partnership held mortgage backed
securities with a market value of approximately $5,435,200. The Partnership's
portfolio of mortgage backed securities consists of Federal Home Loan Mortgage
Corporation issues with coupon rates ranging from 8.5% to 9.0% per annum
maturing in the years 2008 through 2009, and Government National Mortgage
Association issues with coupon rates of 8.5% per annum maturing in the years
2008 to 2017.

14
<PAGE> 19
SELECTED FINANCIAL DATA. Set forth below is a summary of certain
financial data for the Partnership which has been excerpted from the Form 10-K
and the Form 10-Q. More comprehensive financial and other information is
included in such reports and other documents filed by the Partnership with the
Commission, and the following summary is qualified in its entirety by reference
to such reports and other documents and all the financial information and
related notes contained therein.

Statements of Operations
For the Nine Months Ended September 30, 1996 and 1995
(unaudited)

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------
1996 1995
---- ----
<S> <C> <C>
Revenue:
Rental . . . . . . . . . . . . . . . . . . . . $4,309,207 $4,406,111
Interest income - Mortgage backed securities . 303,261 353,493
Interest income - other . . . . . . . . . . . 152,981 146,129
--------- -------

Total Revenue . . . . . . . . . . . . 4,765,449 4,905,733
Expenses:
Operating . . . . . . . . . . . . . . . . . . 845,024 769,634
Maintenance . . . . . . . . . . . . . . . . . 216,146 203,272
General and administrative . . . . . . . . . . 116,706 140,782
Real Estate Taxes . . . . . . . . . . . . . . 679,269 883,713
Management fees . . . . . . . . . . . . . . . 214,546 230,098
Depreciation . . . . . . . . . . . . . . . . . 1,511,944 1,430,302
--------- ---------

Total Expenses . . . . . . . . . . . . 3,583,635 3,667,801

Net Income . . . . . . . . . . . . . . . . . . . . . . $1,181,814 $1,237,932
========== ==========
Allocating net income:

Unitholders (4,000,000 Units outstanding) . . $1,158,149 $1,213,144
Net income per Unit of Depositary Receipt . . .29 .30
Corporate Limited Partner (100 Units
Outstanding) . . . . . . . . . . . . . . . . . 29 30
General Partners . . . . . . . . . . . . . . . $ 23,636 $ 24,758
</TABLE>

15
<PAGE> 20
Summary Selected Financial Data

<TABLE>
<CAPTION>
For the Years ended December 31,
--------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Total revenue . . . . . . . . . . $6,437,319 $6,040,901 $5,943,882 $6,027,514 $6,105,605

Net Income . . . . . . . . . . . 1,423,555 951,907 1,321,637 1,311,674 1,506,460
Net income allocated to Partners:

Unitholders . . . . . . 1,395,049 932,846 1,295,173 1,285,409 1,476,294
Per Unit . . . . . . . . .35 .23 .32 .32 .37

Corporate Limited Partner 35 23 32 32 37

General Partners . . . . 28,471 19,038 26,432 26,233 30,129
Total Assets at December 31 . . . 38,718,523 39,906,159 41,984,742 42,683,188 44,330,565

Distributions to Partners:
Unitholders . . . . . . 2,185,519 2,189,926 2,911,583 2,915,681 3,640,410

Per Unit (1) . . . . . . .55 .54 .73 .73 .91

Corporate Limited Partner 55 54 73 73 91
General Partner . . . . 47,657 (13,174) 17,636 49,174 55,478
</TABLE>
- - - - - - - - - - ---------------

(1) During 1995, 1994, 1993, 1992, and 1991, the average Per Unit
return of capital to the Unitholders was $0, $.11, $.68, $.07
and $.21, respectively.

10. CERTAIN INFORMATION CONCERNING THE PURCHASERS.

KRESCENT. Krescent was organized for the purpose of acquiring the
Units pursuant to the Offer. The principal executive office of Krescent is at
1301 Avenue of the Americas, 38th Floor, New York, New York 10019. The
managing member of Krescent (the "Managing Member") is AP-GP Prom Partners
Inc., a newly formed Delaware corporation which is ultimately controlled by
Apollo Real Estate Capital Advisors II, Inc. ("Advisors"), as general partner
of Apollo Real Estate Advisors II, L.P. ("AREA II"), the general partner of
Apollo Real Estate Investment Fund II, L.P., a recently formed private real
estate investment fund and the sole shareholder of the Managing Member. Since
its inception, the directors of Advisors have been Leon D. Black and John J.
Hannan, who were founding principals of Apollo Advisors, L.P., the respective
managing general partner of Apollo Investment Fund, L.P., AIF II, L.P. and
Apollo Investment Fund III, L.P., private securities investment funds, and,
together with William L. Mack, of Apollo Real Estate Advisors, L.P. ("AREA")
and AREA II, the respective managing general partners of Apollo Real Estate
Investment Fund, L.P. and Apollo Real Estate Investment Fund II, L.P. Mr. Mack
has been the President and Managing Partner of the Mack Organization, a
national owner and developer of and investor in office and industrial buildings
as well as other commercial properties principally in the New York/New Jersey
metropolitan area as well as throughout the United States since 1963. The
business address for Messrs. Black, Hannan and Mack is 1301 Avenue of the
Americas, New York, New York 10019.

For certain information concerning the executive officers and
directors of the Managing Member, see Schedule I to this Offer to Purchase.

16
<PAGE> 21
Except as otherwise set forth in this Offer to Purchase or Schedule I
hereto, (1) neither Krescent, the Managing Member, Advisors, and to the best of
Krescent's knowledge, the persons listed on Schedule I, nor any affiliate of
the foregoing beneficially owns or has a right to acquire any Units, (2)
neither Krescent, the Managing Member, Advisors, and to the best of Krescent's
knowledge, the persons listed on Schedule I, nor any affiliate thereof or
director, executive officer or subsidiary of the Managing Member or Advisors
has effected any transaction in the Units within the past 60 days, (3) neither
Krescent, the Managing Member, Advisors, and to the best of Krescent's
knowledge, any of the persons listed on Schedule I, nor any director or
executive officer of the Managing Member or Advisors has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of the Partnership, including, but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies, (4)
there have been no transactions or business relationships which would be
required to be disclosed under the rules and regulations of the Commission
between any of Krescent, the Managing Member, Advisors, or, to the best of
Krescent's knowledge, the persons listed on Schedule I, on the one hand, and
the Partnership or its affiliates, on the other hand, and (5) there have been
no contracts, negotiations or transactions between Krescent, the Managing
Member, Advisors, or, to the best of Krescent's knowledge, the persons listed
on Schedule I, on the one hand, and the Partnership or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.

Krescent owns 5,072.3 Units, which represents less than 1% of the
number of Units outstanding as reported in the Form 10-K (the most recently
available filing containing such information). Krescent effected secondary
market transactions to acquire such 5,072.3 Units as set forth in the table
below.

<TABLE>
<CAPTION>
Krescent Trading Activity for Units
-----------------------------------
Trade Date Price Per Unit No. of Units Traded
---------- -------------- -------------------
<S> <C> <C>

October 23, 1996 $5.75 250.0
November 27, 1996 $6.00 572.3

December 5, 1996 $6.00 2,000.0

December 18, 1996 $6.00 250.0
December 20, 1996 $6.00 1,500.0

January 9, 1997 $6.00 500.0
</TABLE>

Liquidity Financial, a registered investment advisor, is acting as
financial advisor to Krescent in connection with the Offer and has provided
certain financial advisory services to Krescent in connection with the Offer.
See Section 11 ("Background of the Offer").

AHI. AHI is a Delaware limited partnership. Its general partner is
American Holdings I-GP, Inc. (the "AHI General Partner"), a Delaware
corporation which is wholly owned by American Real Estate Holdings, L.P., a
Delaware limited partnership ("AREH"). The general partner of AREH is American
Property Investors, Inc. ("API"), a Delaware corporation which is wholly-owned
by Carl C. Icahn. The address of the principal offices of each of AHI, the AHI
General Partner, AREH and API is 100 South Bedford Road, Mount Kisco, New York
10549. Mr. Icahn's business address is c/o Icahn Associates Corp., 114 W. 47th
Street, New York, New York 10036.

AHI and the AHI General Partner were recently formed for the purpose
of acquiring the securities of certain limited partnerships. AREH is engaged
in the business of acquiring and managing real estate and activities related
thereto. API is engaged in the business of acting as general partner of AREH
and of American Real Estate Partners, L.P., a Delaware limited partnership
which is the limited partner of AREH. Mr. Icahn's present

17
<PAGE> 22
principal occupation or employment is set forth on Schedule II to this Offer to
Purchase and incorporated herein by reference.

For certain information concerning the executive officers and
directors of the AHI General Partner and API, see Schedule II to this Offer to
Purchase.

Neither AHI, the AHI General Partner, AREH, API, Mr. Icahn, nor any
executive officer or director of the AHI General Partner or API has, during the
past five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or a finding of any violation of such laws. Except as
set forth below, (i) neither AHI, the AHI General Partner, AREH, API, Mr. Icahn
nor, to the best of AHI's knowledge, any of the persons listed on Schedule II,
nor any affiliate of the foregoing beneficially owns or has a right to acquire
any Units, (ii) neither AHI, the AHI General Partner, AREH, API, Mr. Icahn nor,
to the best of AHI's knowledge, any of the persons listed on Schedule II, nor
any affiliate of the foregoing has effected any transaction in the Units within
the past 60 days, (iii) neither AHI, the AHI General Partner, AREH, API, Mr.
Icahn nor, to the best of AHI's knowledge, any of the persons listed on
Schedule II, nor any affiliate of the foregoing has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Partnership, including, but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies, (iv)
there have been no transactions or business relationships which would be
required to be disclosed under the rules and regulations of the Commission
between any of AHI, the AHI General Partner, AREH, API, Mr. Icahn nor, to the
best of AHI's knowledge, any of the persons listed on Schedule II, on the one
hand, and the Partnership or its affiliates, on the other hand, and (v) there
have been no contracts, negotiations or transactions between AHI, the AHI
General Partner, AREH, API, Mr. Icahn nor, to the best of AHI's knowledge, any
of the persons listed on Schedule II, on the one hand, and the Partnership or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.

Longacre Corp., an affiliate of AHI ("Longacre"), owns 745.5 Units,
which represents less than 1% of the number of Units outstanding as reported in
the Form 10-K (the most recently available filing containing such information).
These Units were acquired in auction transactions through the Chicago
Partnership Board between January and March 1996.

11. BACKGROUND OF THE OFFER.

In late 1994, representatives of Liquidity Financial met with
representatives of AREA to discuss a possible financial advisory relationship
between the parties. Specifically, Liquidity Financial proposed to act as
financial advisor to AREA with respect to strategic investments in limited
partnerships which are not controlled by AREA. Negotiations regarding this
proposed financial advisory relationship continued through the winter of 1995
and ultimately culminated in the execution in March 1995 of an agreement in
principle (the "1995 Agreement in Principle"). During the spring and summer of
1995, Liquidity Financial and AREA discussed the terms of a number of potential
tender offers for limited partnership interests, however no specific terms were
agreed on and no tender offers involving Liquidity Financial and AREA and their
respective affiliates were commenced. Ultimately, the 1995 Agreement in
Principle terminated pursuant to its terms.

Liquidity Financial has advised Krescent that following the
termination of the 1995 Agreement in Principle it continued its business of
evaluating limited partnerships and utilized its position as a limited partner
to obtain lists of limited partners from a number of partnerships in which it
held interests. As part of this business, Liquidity Financial Group, L.P.
("LFG"), an affiliate of Liquidity Financial, requested in writing a list of
Unitholders from the Partnership in February 1996. Subsequent oral and written
requests for this list were made by representatives of LFG to representatives
of the Partnership in February 1996 through May 1996. During May 1996, an LFG
representative met with a representative of the Partnership for the purpose of

18
<PAGE> 23
negotiating an agreement pursuant to which the Partnership would release the
list of Unitholders to LFG. Such negotiations culminated in the execution of
the Standstill Agreement in June 1996, at which time a list of Unitholders was
delivered to LFG. LFG and the Partnership subsequently agreed in October 1996
to amend the Standstill Agreement for the purpose of clarifying the definition
of the term "group" as used therein.

In July 1996, representatives of Liquidity Financial contacted
representatives of AREA II for the purpose of exploring a possible new
financial advisory relationship between Liquidity Financial and AREA II. These
discussions continued throughout the summer of 1996 and culminated in the
execution of a new Agreement in Principle in September 1996 (the "1996
Agreement in Principle"). The 1996 Agreement in Principle outlines the terms
of a financial advisory relationship between Liquidity Financial and its
affiliates and AREA II and its affiliates with respect to certain tender offers
for limited partnership interests. The 1996 Agreement in Principle identified
the Partnership as a potential target for such tender offers.

On October 24, 1996, a representative of LFG contacted a
representative of the Partnership to request, on behalf of Krescent, that the
General Partners agree to recognize Krescent as a transferee of Units upon
Krescent's acceptance of Units for payment pursuant to the terms of the Offer.
During that conversation, the Partnership's representative indicated that in
order to agree to recognize Krescent as a transferee of any Units acquired
pursuant to the Offer, the Partnership needed to be satisfied that consummation
of the Offer would not cause the Partnership to be classified as a
"publicly-traded partnership" (a "PTP") for tax purposes. Later that day, a
memorandum from Krescent's counsel was sent to the Partnership concluding that
the Offer would not cause it to be a PTP and a letter agreement was sent to one
of the General Partners requesting such recognition as a transferee of Units.
On October 29, 1996, counsel for the Partnership, in a letter to LFG, responded
to the memorandum prepared by Krescent's counsel. During the week of November
4, 1996, counsel for Krescent and counsel for the Partnership continued to
discuss the PTP status issue. On November 11, 1996, counsel for Krescent and
counsel for the Partnership agreed on a form of opinion letter regarding the
PTP issue that would be delivered upon the recognition of Krescent as a
transferee of the Units. On November 14, 1996, LFG requested a current list of
Unitholders and the lists of securityholders of various entities affiliated
with the Partnership, which list was received by LFG on November 19, 1996.
Also, on November 19, 1996, a General Partner of the Partnership executed a
letter to Krescent indicating its agreement to cause Krescent to be recognized
as a transferee of Units (i) upon Krescent's payment for Units pursuant to the
Offer, (ii) upon delivery of an opinion of Krescent's counsel that the Offer
would not cause the Partnership to be a PTP and (iii) upon delivery, in
satisfactory form, of the Partnership's standard transfer paperwork, payment of
standard transfer fee and satisfaction of any other standard ministerial
matter.

On November 21, 1996, (i) Liquidity Financial and Krescent entered
into a definitive advisory agreement (the "Advisory Agreement") relating to the
Offer, and (ii) Liquidity Financial provided Krescent with its list of
Unitholders. Pursuant to the terms of an option agreement, dated November 21,
1996 and amended on January 8, 1997, Liquidity Financial Group, L.P., an
affiliate of Liquidity Financial, has the option, for the 6 month period
following the latest date Krescent accepts securities in any tender offer, to
acquire, indirectly through a member of Krescent, up to a 5% interest in
Krescent.

By letter dated November 4, 1996, Longacre Corp., an affiliate of AHI,
contacted the Partnership and the General Partners to request lists of the
names, addresses and telephone numbers of the Unitholders of the Partnership
and certain other limited partnerships sponsored by the General Partners.
Counsel to the Partnership responded to Longacre's request on November 12, 1996
by refusing to furnish such lists. On or about November 22, 1996, counsel to
Longacre contacted representatives of the General Partners and suggested that,
in consideration of the General Partners agreeing to furnish the lists,
Longacre would be prepared to enter into a standstill agreement relating to the
Partnership and such other partnerships containing terms substantially similar
to those contained in the Standstill Agreement executed by LFG. Longacre and a
General Partner signed such a standstill agreement (the "Longacre Standstill
Agreement") on November 26, 1996. On November 27, 1996, a General Partner
provided Longacre with lists of the Unitholders of the Partnership and certain
of the other partnerships covered by the Longacre Standstill Agreement.

19
<PAGE> 24
During the week of December 2, 1996, representatives of AHI and
Krescent began discussing terms upon which AHI and Krescent would make the
Offer. These discussions resulted in the execution of a letter agreement,
dated January 8, 1997 (the "Krescent-AHI Agreement"), a copy of which has been
filed as Exhibit (c)(9) to the Purchasers' Tender Offer Statement on Schedule
14D-1 filed with the Commission on January 24, 1997. The Krescent-AHI
Agreement provides that, among other things: (i) all decisions relating to the
conduct of the Offer will be made jointly by the Krescent and AHI; (ii)
Krescent and AHI will purchase 58.2% and 41.8%, respectively, of the Units
tendered pursuant to the Offer; (iii) if, after the exercise and/or expiration
of all outstanding options or other rights to acquire an interest in Krescent,
the direct and indirect percentage ownership interest of Apollo Real Estate
Investment Fund II, L.P. and its affiliates (the "Apollo Group") in Krescent
exceeds 83.6%, then AHI will be entitled to purchase additional Units from
Krescent so that, after giving effect to such purchase, the total percentage of
Units purchased by AHI in the Offer equals 50% of such percentage interest of
the Apollo Group in Krescent; (iv) at any time after the first anniversary of
the purchase of Units pursuant to the Offer and so long as AHI and Krescent
(and/or their respective affiliates) own at least 2% of the outstanding Units,
each of AHI and Krescent has the right to initiate a buy/sell right pursuant to
which either AHI or Krescent may offer to buy Units from the other and the
other must either sell such Units to the offering party or buy the offering
party's Units at a purchase price per Unit and on such other terms and
conditions as set forth in the initiating party's offer; and (v) AHI and
Krescent will share the costs and expenses of the Offer in the same percentages
as their right to purchase Units pursuant to the Offer. After the purchase of
Units pursuant to the Offer and except as set forth above, there is no
contract, agreement or understanding between Krescent and AHI with respect to
voting or disposing of Units or with respect to any action relating to the
Partnership.

On December 10, 1996, counsel for Krescent contacted counsel for the
Partnership with regard to amending the Standstill Agreement in order to
clarify an issue relating to participation in a "group" (within the meaning of
Section 13(d)(3) of the Exchange Act). During the week of December 16, 1996,
counsel for Krescent and counsel for the Partnership discussed group
participation issues and the proposed Krescent-AHI Agreement. On January 6,
1997, an amendment to the Standstill Agreement was executed to allow "group"
participation, formation or otherwise if each member of such group agrees to be
bound by the terms of the Standstill Agreement.

On January 8, 1997, Longacre and the General Partner amended the
Longacre Standstill Agreement to delete the Partnership and certain other
partnerships sponsored by the General Partners from the schedule of
partnerships covered thereby. Concurrently with the execution of such
amendment, AHI assumed the obligations of LFG under the Standstill Agreement
with respect to the Partnership and certain other partnerships.

On January 17, 1997, the Purchasers provided the Partnership with
notice that they planned to commence the Offer five business days after the
Partnership's receipt of this notice. Also on January 17, 1997, counsel for
the Purchasers contacted counsel for the Partnership requesting a waiver of the
five business day notice provision in the Standstill Agreement. On January 22,
1997, counsel for the Partnership notified counsel for the Purchasers that the
notice requirement was reduced to one business day upon the Partnership's
receipt of the communication to Unitholders. The Purchasers delivered such
communication to the Partnership the next day and distributed this Offer to
Purchase on January 24, 1997.

12. SOURCE OF FUNDS.

The Purchasers expect that an aggregate of approximately $5,965,000
(exclusive of fees and expenses) would be required to purchase the Units sought
pursuant to the Offer, if tendered. Therefore, Krescent expects that
approximately $3,472,000 (exclusive of fees and expenses) would be required to
purchase 58.2% of the Units sought pursuant to the Offer, if tendered.
Krescent presently contemplates that it will obtain all of such funds from
capital contributions from its members who have an aggregate net worth
substantially in excess of the amount required to purchase the Units. One of
Krescent's members, Apollo Real Estate Investment Fund II, L.P., has capital
commitments from institutional and other investors for aggregate amounts that
exceed $500 million. However, Krescent may seek to obtain debt financing to
facilitate the purchase of Units, but no commitment has been obtained for any
such debt financing.

20
<PAGE> 25
AHI expects that approximately $2,493,000 (exclusive of fees and
expenses) would be required to purchase 41.8% of the Units sought pursuant to
the Offer, if tendered. AHI presently contemplates that it will obtain all of
such funds from capital contributions from its partners, who have an aggregate
net worth substantially in excess of the amount required to purchase such
Units.

13. PURCHASE PRICE CONSIDERATIONS.

The Purchasers have set the Purchase Price at $6.00 net per Unit
(subject to adjustment as set forth in this Offer to Purchase). The Purchasers
established the Purchase Price by analyzing a number of quantitative and
qualitative factors including: (i) the absence of a significant number of
recent secondary market resales of the Units; (ii) the lack of liquidity of an
investment in the Partnership; (iii) the costs to the Purchasers associated
with acquiring the Units; (iv) the administrative costs of continuing to own
the Partnership's assets through a publicly registered limited partnership; (v)
the possibility that Unitholders may realize taxable income in excess of tax
distributions from the Partnership in future years; (vi) the inability of
Unitholders to exercise effective control over the management of the
Partnership through the annual election of the General Partners; and (vii)
estimated transaction costs of completing the Offer.

The Form 10-K states that "(t)here is no public market for the Units
and it is not anticipated that any such public market will develop." At
present, privately negotiated sales and sales through intermediaries (e.g.,
through the trading system operated by Chicago Partnership Board, Inc., which
publishes sales by holders of Units) are the only means available to a
Unitholder to liquidate an investment in Units (other than the Offer) because
the Units are not listed or traded on any exchange or quoted on any NASDAQ list
or system. According to Partnership Spectrum, an independent third-party
industry publication, for the six months ended September 30, 1996, a total of
19,053 Units traded at per Unit prices between $4.50 and $5.75 with a weighted
average of $5.19 per Unit. Unitholders should note, however, that Krescent has
purchased Units at prices higher than those reported in The Partnership
Spectrum since the end of that reporting period. Set forth below is a schedule
of the trading activity of Units during the six-months ended September 30,
1996, in two-month intervals, as reported by The Partnership Spectrum:

<TABLE>
<CAPTION>
Trading Activity for Six-Month Period Ended September 30, 1996
--------------------------------------------------------------
Period Low/High No. of Units Traded Total Volume
------ -------- ------------------- ------------
<S> <C> <C> <C>
April 1, 1996 - May 31, 1996 $4.50/$5.65 8,517 $41,647.61
June 1, 1996 - July 31, 1996 $4.85/$5.70 7,037 38,325.00

August 1, 1996 - September 30, 1996 $5.10/$5.75 3,499 18,820.34
----------- ------ ---------

TOTALS: $4.50/$5.75 19,053 $98,792.95
====== ==========
</TABLE>

Unitholders are advised, however, that such gross sales prices reported by The
Partnership Spectrum do not necessarily reflect the net sales proceeds received
by sellers of Units, which typically are reduced by commissions and other
secondary market transaction costs to amounts less than the reported prices.

The September/October issue of the Partnership Spectrum has also
reported that the General Partners estimate that the net asset value of each
Unit is $9.40. The Purchasers believe, however, that the General Partners'
estimate of net asset value is not necessarily representative of the value of
the Units when the Partnership ultimately liquidates its Properties. The
Purchasers believe that property selling costs and expenses (e.g., brokers'
commissions, attorneys' fees, escrow fees, title company costs, rent
guarantees, correction of deferred maintenance, etc.), which could be incurred
by the Partnership in disposing of the Properties, may significantly reduce the
gross sale proceeds paid to the Partnership and, in turn, the amount of cash
available for distribution to the Unitholders.

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<PAGE> 26
The Purchasers understand that the Partnership maintains a
reinvestment plan under which participating Unitholders have their
distributions from the Partnership invested in additional Units which are
purchased to the extent available by the plan's agent in the secondary market
or otherwise. While the Purchasers understand that certain Unitholders have
sold Units directly to the plan, the Purchasers are not aware of any publicly
disclosed information as to the number of Units purchased or the per Unit
prices paid by the plan.

The Purchase Price represents the price at which the Purchasers are
willing to purchase Units. No independent person has been retained to evaluate
or render any opinion with respect to the fairness of the Purchase Price and no
representation is made by the Purchasers or any affiliate of the Purchasers as
to such fairness. The Purchasers did not attempt to obtain current independent
valuations or appraisals of the underlying assets owned by the Partnership.
Other measures of the value of the Units may be relevant to Unitholders.
UNITHOLDERS ARE URGED TO CONSIDER CAREFULLY ALL OF THE INFORMATION CONTAINED
HEREIN AND CONSULT WITH THEIR OWN ADVISORS, TAX, FINANCIAL OR OTHERWISE, IN
EVALUATING THE TERMS OF THE OFFER BEFORE DECIDING WHETHER TO TENDER UNITS.

The Purchasers, together with Krescent's financial advisor,
established the Purchase Price based on their own and Krescent's financial
advisor's own independent analysis of the Partnership, the Properties, the
other assets of the Partnership and the financial condition of the Partnership.
No appraisal was obtained for any of the Properties, and no independent person
was retained by the Purchasers to render any valuation or fairness opinion.
The Purchasers derived the estimated liquidation value per Unit from their
analysis of financial information from publicly-available information in the
Form 10-K and Form 10-Q, their review of the property information therein and
their independent analysis of the markets in which the Properties are located.
Krescent made numerous assumptions and certain adjustments to the
Partnership's operating statements (to reflect capital expenses) and certain
other items, including, without limitation, assuming average annual capital
expenditures of $1.98 per square foot at each of the Properties and assuming
the current management fees of up to 6% of gross receipts continued. The
liquidation value was derived by taking into account the other assets and
liabilities of the Partnership as set forth in the Form 10-K, and certain other
factors, resulting in an estimated liquidation value of $31,283,030. Dividing
that amount by the number of Units outstanding, Krescent arrived at an
estimated liquidation value per Unit of approximately $7.82. AHI has
separately derived an estimated liquidation value per Unit from its analysis of
the publicly-available financial and property information described above and
its independent analysis of the markets in which the Properties are located.
AHI also made numerous assumptions and certain adjustments to the Partnership's
operating statements including, without limitation, annualizing revenues and
expenses relating specifically to the Properties from the Form 10-Q, using
annual capital expenditures of $0.20 per leasable square foot and an assumed
management fee of 4%. AHI's estimate of liquidation value was derived by
taking into account the other assets (including Mortgage-Backed Securities) and
liabilities of the Partnership as set forth in the Form 10-Q and certain other
factors, resulting in an estimated liquidation value of $36,660,031 or $9.17
per Unit. UNITHOLDERS ARE ADVISED THAT THE FOREGOING AMOUNTS ARE ONLY
ESTIMATES. The amount of adjusted net operating income and other assets used
to establish estimated liquidation value will vary from period to period. If
the Purchasers used results from another period and used the same analysis, the
estimated liquidation value would vary. In addition, a different valuation
formula would result in higher or lower estimated valuations for the
Properties.

14. CONDITIONS OF THE OFFER.

Notwithstanding any other provisions of the Offer and in addition to
(and not in limitation of) Krescent's and AHI's rights to extend and amend the
Offer at any time in their sole discretion, neither Krescent nor AHI shall be
required to accept for payment, subject to Rule 14e-1(c) under the Exchange
Act, any tendered Units and may terminate the Offer as to any Units not then
paid for if, prior to the Expiration Date, (i) each of Krescent and AHI shall
not have confirmed to their reasonable satisfaction that, upon purchase of the
Units pursuant to the Offer, each of Krescent and AHI will have full rights to
ownership as to all such Units and each of Krescent and AHI will become
transferees of the purchased Units for all purposes under the Partnership
Agreement, (ii) each of Krescent and AHI shall not have confirmed to their
reasonable satisfaction that, upon the purchase of the Units pursuant to the
Offer, the Transfer Restrictions will have been satisfied, or (iii) all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any

22
<PAGE> 27
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, necessary for the consummation of the
transactions contemplated by the Offer shall not have been filed, occurred or
been obtained. Furthermore, notwithstanding any other term of the Offer,
Krescent and AHI will not be required to accept for payment or pay for any
Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the acceptance of such Units for payment or the payment
therefore, any of the following conditions exist:

(a) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national securities
exchange or the over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of payments in respect of
banks in the United States (whether or not mandatory), (iii) the commencement
or escalation of a war, armed hostilities or other national or international
crisis involving the United States, (iv) any limitation (whether or not
mandatory) imposed by any governmental authority on, or any other event that
might have material adverse significance with respect to, the nature or
extension of credit by banks or other lending institutions in the United
States, or (v) in the case of any of the foregoing, a material acceleration or
worsening thereof; or

(b) any material adverse change (or any condition, event or
development involving a prospective material adverse change) shall have
occurred or be likely to occur in the business, prospects, financial condition,
results of operations, properties, assets, liabilities, capitalization,
partners' equity, licenses, franchises or businesses of the Partnership and its
subsidiaries taken as a whole; or

(c) there shall have been threatened, instituted or pending any
action, proceeding, application, audit, claim or counterclaim by any government
or governmental authority or agency, domestic or foreign, or by or before any
court or governmental, regulatory or administrative agency, authority or
tribunal, domestic, foreign or supranational, which (i) challenges the
acquisition by the Purchasers of the Units or seeks to obtain any material
damages as a result thereof, (ii) makes or seeks to make illegal, the
acceptance for payment, purchase or payment for any Units or the consummation
of the Offer, (iii) imposes or seeks to impose limitations on the ability of
the Purchasers or any affiliate of the Purchasers to acquire or hold or to
exercise full rights of ownership of the Units, including, but not limited to,
the right to vote (through the Corporate Limited Partner) any Units purchased
by them on all matters with respect to which Unitholders have the right to
direct the Corporate Limited Partner on the manner in which it will vote on
matters presented to the Limited Partners and Unitholders, (iv) may result in a
material diminution in the benefits expected to be derived by the Purchasers or
any of their affiliates as a result of the Offer, (v) requires divestiture by
the Purchasers of any Units, (vi) might materially adversely affect the
business, properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Partnership or the Purchasers, or
(vii) challenges or adversely affects the Offer; or

(d) there shall be any action taken, or any statute, rule,
regulation, order or injunction shall have been enacted, promulgated, entered,
enforced or deemed applicable to the Offer, or any other action shall have been
taken, by any government, governmental authority or court, domestic or foreign,
other than the routine application to the Offer of waiting periods that has
resulted, or in the reasonable good faith judgment of the Purchasers could be
expected to result, in any of the consequences referred to in clauses (i)
through (vii) of paragraph (c) above; or

(e) the Partnership or any of its subsidiaries shall have
authorized, recommended, proposed or announced an agreement or intention to
enter into an agreement, with respect to any merger, consolidation, liquidation
or business combination, any acquisition or disposition of a material amount of
assets or securities, or any comparable event, not in the ordinary course of
business consistent with past practices; or

(f) the failure to occur of any necessary approval or
authorization by any federal or state authorities necessary to the consummation
of the purchase of all or any part of the Units to be acquired hereby, which in
the reasonable judgment of the Purchasers in any such case, and regardless of
the circumstances (including any action of the Purchasers) giving rise thereto,
makes it inadvisable to proceed with such purchase or payment; or

23
<PAGE> 28
(g) either Purchaser shall become aware that any material right of
the Partnership or any of its subsidiaries under any governmental license,
permit or authorization relating to any environmental law or regulation is
reasonably likely to be impaired or otherwise adversely affected as a result
of, or in connection with, the Offer; or

(h) the Partnership or either of its General Partners shall have
amended, or proposed or authorized any amendment to, the Partnership Agreement
or the Purchasers shall have become aware that the Partnership or either of its
General Partners have proposed any such amendment.

The foregoing conditions are for the sole benefit of the Purchasers
and their affiliates and may be asserted by the Purchasers regardless of the
circumstances (including, without limitation, any action or inaction by the
Purchasers or any of their affiliates) giving rise to such condition, or may be
waived by the Purchasers, in whole or in part, from time to time in their sole
discretion. The failure by the Purchasers at any time to exercise the
foregoing rights will not be deemed a waiver of such rights, which will be
deemed to be ongoing and may be asserted at any time and from time to time.
Any determination by the Purchasers concerning the events described in this
Section 14 will be final and binding upon all parties.

15. CERTAIN LEGAL MATTERS.

Except as set forth in this Offer to Purchase, based on their review
of publicly available filings by the Partnership with the Commission and other
publicly available information regarding the Partnership, the Purchasers are
not aware of any licenses or regulatory permits that would be material to the
business of the Partnership, taken as a whole, and that might be adversely
affected by the Purchasers' acquisition of Units as contemplated herein, or any
filings, approvals or other actions by or with any domestic or foreign
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of Units by the Purchasers pursuant to the
Offer as contemplated herein, other than the filing of a Tender Offer Statement
on Schedule 14D-1 (which has been filed) and any required amendments thereto.
Should any such approval or other action be required, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Partnership's business, or that certain parts of the Partnership's or the
Purchasers' businesses might not have to be disposed of or held separate or
other substantial conditions complied with in order to obtain such approval or
action in the event that such approvals were not obtained or such actions were
not taken.

APPRAISAL RIGHTS. Unitholders will not have appraisal rights as a
result of the Offer.

STATE ANTI-TAKEOVER LAWS. A number of states have adopted
anti-takeover laws which purport, to varying degrees, to be applicable to
attempts to acquire securities of corporations or other entities which are
incorporated or organized in such states or which have substantial assets,
securityholders, principal executive officers or principal places of business
therein. Although the Purchasers have not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchasers reserve the
right to challenge the validity or applicability or any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection therewith is intended as a waiver of such right. If any
state anti-takeover statute is applicable to the Offer, the Purchasers might be
unable to accept for payment or purchase Units tendered pursuant to the Offer
or be delayed in continuing or consummating the Offer. In such case, the
Purchasers may not be obliged to accept for purchase or pay for any Units
tendered.

ERISA. By executing and returning the Letter of Transmittal, a
Unitholder will be representing that either (a) the Unitholder is not a plan
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code, or an entity deemed to hold
"plan assets" within the meaning of 29.C.F.R. Section 2510.3-101 of any such
plan; or (b) the tender and acceptance of Units pursuant to the Offer will not
result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

24
<PAGE> 29
MARGIN REQUIREMENTS. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.

ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the rules and regulations that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the Antitrust Division of
the Department of Justice and the FTC and certain waiting period requirements
have been satisfied. The Purchasers do not believe any filing is required
under the HSR Act with respect to their acquisition of Units contemplated by
the Offer.

16. CERTAIN FEES AND EXPENSES.

Except as set forth in this Section 16, the Purchasers will not pay
any fees or commissions to any broker, dealer or other person for soliciting
tenders of Units pursuant to the Offer. The Purchasers have retained The
Herman Group, Inc. to act as Information Agent/Depositary in connection with
the Offer. The Purchasers will pay the Information Agent/Depositary reasonable
and customary compensation for its services, plus reimbursement for certain
reasonable out-of-pocket expenses, and have agreed to indemnify the Information
Agent/Depositary against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.
The Purchasers will also pay all costs and expenses of printing and mailing the
Offer and its legal fees and expenses.

17. MISCELLANEOUS.

The Offer is being made to all Unitholders, Beneficial Owners and
Assignees, all to the extent known by the Purchasers. The Purchasers are not
aware of any state in which the making of the Offer is prohibited by
administrative or judicial action pursuant to a state statute. If the
Purchasers become aware of any state where the making of the Offer is so
prohibited, the Purchasers will make a good faith effort to comply with any
such statute or seek to have such statute declared inapplicable to the Offer.
If, after such good faith effort, the Purchasers cannot comply with any
applicable statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) Unitholders in such state.

Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, the Purchasers have filed with the Commission a Tender Offer
Statement on Schedule 14D-1, together with exhibits, furnishing certain
additional information with respect to the Offer. Such statement and any
amendments thereto, including exhibits, may be inspected and copies may be
obtained at the same places and in the same manner as set forth with respect to
information concerning the Partnership in Section 9 ("Certain Information
Concerning the Partnership") (except that they will not be available at the
regional offices of the Commission).

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASERS NOT CONTAINED HEREIN OR IN THE
LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Krescent Partners L.L.C.
American Holdings I, L.P.

January 24, 1997

25
<PAGE> 30
APPENDIX A

GLOSSARY OF DEFINED TERMS

"Advisors" means Apollo Real Estate Capital Advisors II, Inc.

"Advisory Agreement" means the definitive advisory agreement entered
into between Liquidity Financial and Krescent on November 21, 1996.

"AHI" means American Holdings I, L.P., a Delaware limited partnership.

"AHI Assumption Agreement" means that certain Assumption Agreement
dated January 8, 1997, between LFG and AHI.

"AHI General Partner" means American Holdings I-GP, Inc., a Delaware
corporation.

"API" means American Property Investors, Inc., a Delaware corporation.

"AREA" means Apollo Real Estate Advisors, L.P.

"AREA II" means Apollo Real Estate Advisors II, L.P.

"AREH" means American Real Estate Holdings, L.P., a Delaware limited
partnership.

"Assignee" means a person or entity who has purchased Units but is not
recognized on the Partnership's books as a transferee of such Units.

"Assumption Agreement" means that certain Assumption Agreement dated
November 21, 1996 pursuant to which Krescent agreed to become bound by the
restrictions set forth in the Standstill Agreement.

"Beneficial Owner" means a Unitholder in the case of Units owned by
Individual Retirement Accounts or Keogh plans.

"business day" means any day other than a Saturday, Sunday or federal
holiday and consists of the time period from 12:01 a.m. through 12:00 midnight,
New York City time, and any time period of business days will be computed in
accordance with Rule 14d-1(c)(6) under the Exchange Act.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"Corporate Limited Partner" means Krupp Depositary Corporation, a
Massachusetts corporation, or any successor to it which holds Limited
Partnership Interests on behalf of Unitholders.

"Depositary Receipt" means an instrument evidencing a Unit or Units.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expiration Date" has the meaning set forth in Section 1.

"Form 10-K" means the Partnership's Form 10-K for the year ended
December 31, 1995.

A-1
<PAGE> 31
"Form 10-Q" means the Partnership's Form 10-Q for the quarter ended
September 30, 1996.

"FTC" means the Federal Trade Commission.

"General Partners" means The Krupp Corporation, a Massachusetts
corporation, and The Krupp Company Limited Partnership-IV, a Massachusetts
limited partnership.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Information Agent/Depositary" means The Herman Group, Inc.

"IRA" means an individual retirement account.

"Krescent" means Krescent Partners L.L.C., a Delaware limited
liability company.

"Krescent-AHI Agreement" means that certain Letter Agreement, dated
January 8, 1997, between Krescent and AHI.

"LFG" means Liquidity Financial Group, L.P., an affiliate of Liquidity
Financial.

"Limited Partner" means any person or entity admitted to the
Partnership as a limited partner.

"Limited Partnership Interest" means the ownership interest of a
Limited Partner, including its interest in distributions, including liquidating
distributions, and profits and losses of the Partnership and all of its other
rights, duties and obligations under the Partnership Agreement.

"Liquidity Financial" means Liquidity Financial Advisors, Inc.,
Krescent's financial advisor.

"Longacre" means Longacre Corp., a Massachusetts corporation and an
affiliate of AHI.

"Longacre Standstill Agreement" means the agreement, dated November
26, 1996 and amended on January 8, 1997, between The Krupp Corporation and
Longacre.

"Managing Member" means AP-GP Prom Partners Inc., a newly-formed
Delaware corporation and the managing member of Krescent.

"NASD" means the National Association of Securities Dealers, Inc.

"1995 Agreement in Principle" means the agreement executed in March
1995 that outlined an agreement in principle regarding the establishment of a
financial advisory relationship between Liquidity Financial and AREA with
respect to strategic investments in certain limited partnerships.

"1996 Agreement in Principle" means the agreement executed in
September 1996 that outlined an agreement in principle regarding the
establishment of a financial advisory relationship between Liquidity Financial
and AREA II with respect to strategic investments in certain limited
partnerships.

"Offer" has the meaning set forth in the Introduction.

"Offer to Purchase" means this Offer to Purchase dated January 24,
1997.

"Partnership" means Krupp Cash Plus Limited Partnership, a
Massachusetts limited partnership.

"Partnership Agreement" means the Amended Agreement of Limited
Partnership of the Partnership, dated the 12th day of July, 1985, by and among
The Krupp Corporation, a Massachusetts corporation, and The Krupp Company
Limited Partnership-IV, a Massachusetts limited partnership, each as a General
Partner; Krupp

A-2
<PAGE> 32
Depositary Corporation, as the Corporate Limited Partner; and those Persons who
were or may be admitted to the Partnership as Investor Limited Partners.

"Purchase Price" has the meaning set forth in the Introduction.

"Purchasers" means, collectively, Krescent and AHI.

"Standstill Agreement" means the Settlement Agreement and Release,
dated June 27, 1996 and amended as of October 8, 1996 and as of January 6,
1997, between The Krupp Corporation and Liquidity Financial Group, L.P.

"Standstill Expiration Date" means that date which is two and one-half
years from the date Liquidity Financial receives the last list of Unitholders
of the Partnership or limited partners of any affiliate of the Partnership,
which date is currently May 19, 1999.

"TIN" means taxpayer identification number.

"Transfer Restrictions" has the meaning set forth in Section 2.

"UBTI" means unrelated business taxable income.

"Unitholder" means a holder of Units.

"Unit" means the interest of a Unitholder in a Limited Partnership
Interest evidenced by a Depositary Receipt and representing (i) the assignment
by the Corporate Limited Partner of its interest in the corresponding Limited
Partnership Interest to the extent permitted by Massachusetts law and (ii) the
right to require the Corporate Limited Partner to exercise any other rights
with respect to such Limited Partnership Interest at the direction of the
Unitholder.

A-3
<PAGE> 33
SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF AP-GP PROM PARTNERS INC.

Set forth below is the name, current business address, present
principal occupation, and employment history for at least the past five years
of each executive officer and director of AP-GP Prom Partners Inc. Each person
listed below is a citizen of the United States.

LEE S. NEIBART. Mr. Neibart has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Neibart has been associated with AREA and since May
1996 with Apollo Real Estate Advisors II, L.P. ("AREA II") which respectively
act as managing general partner of Apollo Real Estate Investment Fund, L.P.
("Apollo I") and Apollo Real Estate Investment Fund II, L.P. ("Apollo" and
together with Apollo I, the "Apollo Funds"). The Apollo Funds are private real
estate investment funds formed to invest in direct and indirect real property
interests, including direct property investments and public and private debt
and equity securities. Prior to 1993, Mr. Neibart was Executive Vice President
and Chief Operating Officer of the Robert Martin Company, a private real estate
development and management firm based in Westchester County, New York. Mr.
Neibart received his MBA degree from New York University. Mr. Neibart is also
a director of Capital Apartment Properties, Inc., Roland International, Inc.
and a past President of the NAIOP in New York. Mr. Neibart's business address
is 1301 Avenue of the Americas, New York, New York 10019.

W. EDWARD SCHEETZ. Mr. Scheetz has been an officer and a director of AP-GP
Prom Partners Inc. since October 1996 and an officer of Advisors since its
inception. Since 1993, Mr. Scheetz has been a principal of AREA and since May
1996 of AREA II, which respectively act as managing general partner of Apollo I
and Apollo II. Prior to 1993, Mr. Scheetz was a principal of Trammell Crow
Ventures, a national real estate investment firm. Mr. Scheetz is also a
director of Capital Apartment Properties, Inc., Roland International, Inc.,
Koll Management Services, Inc. and Western Pacific Housing Corp. Mr. Scheetz'
business address is 1301 Avenue of the Americas, New York, New York 10019.

RICHARD MACK. Mr. Mack has been an officer and a director of AP-GP Prom
Partners Inc. since October 1996. Since May 1993, Mr. Mack has been associated
with AREA and since May 1996 has been associated with AREA II, which
respectively act as managing general partner of Apollo I and Apollo II. Prior
to May 1993, Mr. Mack attended Columbia Law School. Prior to April 1990, Mr.
Mack was employed by the real estate investment banking group at Shearson
Lehman Hutton, Inc., an investment banking and brokerage firm.

S-1
<PAGE> 34
SCHEDULE II

EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN HOLDINGS I-GP, INC.
AND AMERICAN PROPERTY INVESTORS, INC.

The name and positions of the executive officers and directors of
American Holdings I-GP, Inc. (the "AHI General Partner"), the general partner
of AHI, and American Property Investors, Inc. ("API"), the general partner of
the sole stockholder of the AHI General Partner, are set forth below. The
business address of each such executive officer and director (other than Mr.
Icahn) is 100 South Bedford Road, Mount Kisco, N.Y. 10549. Mr. Icahn's
business address is c/o Icahn Associates Corp., 114 W. 47th Street, New York,
New York 10036. Each such executive officer and director is a citizen of the
United States of America.

<TABLE>
<CAPTION>
NAME POSITION
- - - - - - - - - - ---- --------
<S> <C>
Carl C. Icahn . . . . . . . . . . . Director and Chairman of the Board (API)
Alfred D. Kingsley . . . . . . . . . Director (API)
William A. Leidesdorf . . . . . . . Director (API)
Jack G. Wasserman . . . . . . . . . Director (API)
John P. Saldarelli . . . . . . . . . Vice President, Secretary and Treasurer (API);
Director, Secretary and Treasurer (AHI General
Partner)
Henry J. Gerard . . . . . . . . . . Vice President (AHI General Partner)
</TABLE>

The following sets forth with respect to each executive officer and
director of the AHI General Partner and API such person's (a) name, (b) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment or occupation
is conducted and (c) material occupations, positions, offices or employments
during the last five years, giving the starting and ending dates of each and
the name, principal business and address of any business corporation or other
organization in which such occupation, position, office or employment was
carried on.

CARL C. ICAHN. Carl C. Icahn has been Chairman of the Board of
Directors of API since November 15, 1990. Mr. Icahn is also President and a
director of Starfire Holding Corporation (formerly Icahn Holding Corporation),
a Delaware corporation ("SHC"), and Chairman of the Board and a director of
various of SHC's subsidiaries, including ACF Industries, Inc., a New Jersey
corporation ("ACF"). SHC is primarily engaged in the business of holding,
either directly or through subsidiaries, a majority of the common stock of ACF
and its address is 100 South Bedford Road, Mount Kisco, New York 10549. Mr.
Icahn has also been Chairman of the Board of Directors of ACF since October 29,
1984 and a director of ACF since June 29, 1984. ACF is a railroad freight and
tank car leasing, sales and manufacturing company. He has also been Chairman
of the Board of Directors and President of Icahn & Company., Inc. since 1968.
Icahn & Co., Inc. is a registered broker-dealer and a member of the National
Association of Securities Dealers. In 1979, Mr. Icahn acquired control and
presently serves as Chairman of the Board of Directors of Bayswater Realty &
Capital Corp., which is a real estate investment and development company
("Bayswater"). ACF, Icahn & Co., Inc. and Bayswater are deemed to be directly
or indirectly owned and controlled by Mr. Icahn. Mr. Icahn was Chief Executive
Officer and member of the Office of the Chairman of Trans World Airlines, Inc.
("TWA") from November 8, 1988 to January 8, 1993; Chairman of the Board of
Directors of TWA from January 3, 1986 to January 8, 1993 and a director of TWA
from September 27, 1985 to January 8, 1993. Mr. Icahn also has substantial
equity interests in and controls various partnerships and corporations which
invest in publicly traded securities.

ALFRED D. KINGSLEY. Alfred D. Kingsley has served as a director of
API since November 15, 1990. He was also Vice Chairman of the Board of
Directors of TWA from February 1, 1989 to January 8, 1993 and a member of the
Office of the Chairman from November 8, 1988 to January 8, 1993. Mr. Kingsley
was a director of TWA from September 27, 1985 to January 8, 1993. He also was
a director and executive officer and Director of Research at Icahn & Co., Inc.
and related entities from 1968 until December 1994. He also has been Vice
Chairman of the Board of Directors of ACF since October 29, 1984 and a Director
of ACF since June 29, 1984. Mr. Kingsley has also been a Senior Managing
Director of Greenway Partners, L.P. since May 1993, which invests in publicly
traded securities.

S-2
<PAGE> 35
WILLIAM A. LEIDESDORF. William A. Leidesdorf has served as a director
of API since March 26, 1991. Since April 1995, Mr. Leidesdorf has acted as an
independent real estate investment banker. From January 1, 1994 through April
1995, Mr. Leidesdorf was Managing Director of RFG Financial, Inc., a commercial
mortgage company. From September 30, 1991 to December 31, 1993, Mr. Leidesdorf
was Senior Vice President of Palmieri Asset Management Group. From May 1, 1990
to September 30, 1991, Mr. Leidesdorf was Senior Vice President of Lowe
Associates, Inc., a real estate development company, where he was involved in
the acquisition of real estate and the asset management workout and disposition
of business areas. He also acted as the Northeast Regional Director for Lowe
Associates, Inc. From June 1985 to January 30, 1990, Mr. Leidesdorf was
Senior Vice President and stockholder of Eastdil Realty, Inc., a real estate
company, where he was involved in the asset management workout, disposition of
business and financing areas. During the interim period from January 30, 1990
through May 1, 1990, Mr. Leidesdorf was an independent contractor for Eastdil
Realty, Inc. on real estate matters.

JACK G. WASSERMAN. Jack G. Wasserman has served as a director of API
since December 3, 1993. Mr. Wasserman is an attorney and a member of the New
York State Bar and has been with the New York based law firm of Wasserman,
Schneider & Babb since 1966, where he is currently a senior partner.

JOHN P. SALDARELLI. John P. Saldarelli has served as sole director,
Secretary and Treasurer of the AHI General Partner since November 1996. He has
also served as Vice President, Secretary and Treasurer of API since March 18,
1991. Mr. Saldarelli was also President of Bayswater Realty Brokerage Corp.
from June 1987 until November 19, 1993 and Vice President of Bayswater Realty &
Capital Corp. from September 1979 until April 15, 1993.

HENRY J. GERARD. Mr. Gerard has served as Vice President of the AHI
General Partner since November 1996. He has also served as a Vice President
and Assistant Secretary of API since March 18, 1991. From January 1988 to May
1991, he was a Vice President of Integrated Resources, Inc., a provider of
financial services. From 1981 through 1987 he was a controller at Interstate
Properties, a commercial real estate developer/operator.

S-3
<PAGE> 36
Facsimile copies of the Letter of Transmittal, properly completed and
duly executed, will be accepted. Questions and requests for assistance may be
directed to the Information Agent/Depositary at the address and telephone
number listed below. Additional copies of this Offer to Purchase, the Letter
of Transmittal and other tender offer materials may be obtained from the
Information Agent/Depositary as set forth below, and will be furnished promptly
at the Purchasers' expense. The Letter of Transmittal and any other required
documents should be sent or delivered by each Limited Partner to the
Information Agent/Depositary at its address set forth below. To be effective,
a duly completed and signed Letter of Transmittal (or facsimile thereof) must
be received by the Information Agent/Depositary at the address (or facsimile
number) set forth below before 12:00 midnight, New York City Time, on Monday,
February 24, 1997.

By Mail/Hand or Overnight Delivery:

2121 San Jacinto Street
26th Floor
Dallas, TX 75201

By Facsimile:

(214) 999-9348
or
(212) 999-9323

For Additional Information Call:

T H E HERMAN GROUP I N C.

(800) 738-5516
or
(214) 999-9393

<PAGE> 1
EXHIBIT 99.(a)(2)
<PAGE> 2

LETTER OF TRANSMITTAL
TO
TENDER DEPOSITARY RECEIPTS REPRESENTING UNITS
OF
KRUPP CASH PLUS LIMITED PARTNERSHIP

PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 24, 1997
BY
KRESCENT PARTNERS L.L.C.
AND
AMERICAN HOLDINGS I, L.P.

<TABLE>
<CAPTION>
Number of(1) Number of(2) Purchase Price Total Purchase(3)
Units Owned Units Tendered Per Unit Price if all
----------- -------------- -------- Units Tendered
--------------
<S> <C> <C> <C>
$6.00
</TABLE>

[ ] Check this box if you intend to
transfer all Units beneficially owned
by you, including all Units in the
Partnership's reinvestment plan held
for your benefit.

(1) If you participate in the
Partnership's reinvestment plan, this
column does not necessarily reflect the
number of Units in such plan held for
your benefit.

(2) If no indication is marked in
the Number of Units Tendered column,
all Units beneficially owned by you
will be deemed to have been tendered,
including all Units in the Partnership's
reinvestment plan held for your benefit.

(3) Reduced by the amount of any
distributions made or declared by the
Partnership subsequent to the date of
the Offer.

Please indicate changes or corrections to the address printed above.

================================================================================

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, FEBRUARY 24, 1997 (THE "EXPIRATION DATE") UNLESS
SUCH OFFER IS EXTENDED.

The undersigned hereby tender(s) to Krescent Partners L.L.C., a Delaware
limited liability company ("Krescent"), and American Holdings I, L.P., a
Delaware limited partnership ("AHI" and together with Krescent, the
"Purchasers"), the number of Depositary Receipts representing Units (as defined
in the Offer to Purchase defined below) of Krupp Cash Plus Limited Partnership,
a Massachusetts limited partnership (the "Partnership"), specified above,
pursuant to the Purchasers' offer to purchase up to 994,182 of the issued and
outstanding Units at a purchase price of $6.00 per Unit, net to the seller in
cash (the "Purchase Price"), without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 24,
1997 (the "Offer to Purchase") and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase and any supplements,
modifications or amendments thereto, constitute the "Offer"), all as more fully
described in the Offer to Purchase. The Purchase Price will be automatically
reduced by the aggregate amount of distributions per Unit, if any, made or
declared by the Partnership after January 24, 1997 and on or prior to 12:00
midnight, New York City time, on February 24, 1997 (the "Expiration Date"). In
addition, if a distribution is made or declared after the Expiration Date but
prior to the date on which the Purchasers pay the Purchase Price for the
tendered Units, the Purchasers will offset the amount otherwise due a holder of
Units pursuant to the Offer in respect of tendered Units which have been
accepted for payment but not yet paid for by the amount of any such
distribution. UNITHOLDERS WHO TENDER THEIR UNITS WILL NOT BE OBLIGATED TO PAY
ANY COMMISSIONS OR PARTNERSHIP TRANSFER FEES, WHICH COMMISSIONS OR PARTNERSHIP
TRANSFER FEES WILL BE BORNE BY THE PURCHASERS. Receipt of the Offer to
Purchase is hereby acknowledged. Capitalized terms used but not defined herein
have the respective meanings ascribed to them in the Offer to Purchase.

By executing and delivering this Letter of Transmittal a tendering
Unitholder irrevocably appoints the Purchasers and designees of the Purchasers
and each of them as such Unitholder's proxies, with full power of substitution,
in the manner set forth in this Letter of Transmittal to the full extent of
such Unitholder's rights with respect to the Units tendered by such Unitholder
and accepted for payment by the Purchasers (and with respect to any and all
other Units or other securities issued or issuable in respect of such Unit on
or after the date hereof). All such proxies shall be considered irrevocable
and coupled with an interest in the tendered Units. Such appointment will be
effective when, and only to the extent that, the Purchasers accept such Units
for payment. Upon such acceptance for payment, all prior proxies given by such
Unitholder with respect to such Units (and such other Units and securities)
will be revoked without further action, and no subsequent proxies may be given
nor any subsequent written consent executed (and, if given or executed, will
not be deemed effective). The Purchasers and their designees will, with
respect to the Units (and such other Units and securities) for which such
appointment is effective, be empowered to exercise all voting and other rights
of such Unitholder as they in their sole discretion may deem proper at any
meeting of Unitholders or any adjournment or postponement thereof, by written
consent in lieu of any such meeting or otherwise. The Purchasers may assign
such proxy and/or power-of-attorney to any person with or without assigning the
related Units with respect to which such proxy and/or power-of-attorney was
granted. The Purchasers reserve the right to require that, in order for a Unit
to be deemed validly tendered, immediately upon the Purchasers' payment for
such Unit, the Purchasers must be able to exercise full voting rights with
respect to such Unit and other securities, including voting at any meeting of
Unitholders.

By executing and delivering the Letter of Transmittal, a tendering
Unitholder also irrevocably constitutes and appoints the Purchasers and their
designees as the Unitholder's attorneys-in-fact, each with full power of
substitution to the extent of the Unitholder's rights with respect to the Units
tendered by the Unitholder and accepted for payment by the Purchasers. Such
appointment will be effective when, and only to the extent that, the Purchasers
accept the tendered Units for payment. Upon such acceptance for payment, all
prior powers of attorney granted by the Unitholder with respect to such Unit
will, without further action, be revoked, and no subsequent powers of attorney
may be granted (and if granted will not be effective). Pursuant to such
appointment as attorneys-in-fact, the Purchasers and their designees each will
have the power, among other things, (i) to seek to transfer ownership of such
Units on the Partnership's books (and execute and deliver any accompanying
evidences of transfer and authenticity any of them may deem necessary or
appropriate in connection therewith, including, without limitation, any
documents or instruments required to be executed under a "Transferor's
(Seller's) Application for Transfer" created by the NASD, if required), (ii)
upon receipt by the Information Agent/Depositary (as the tendering Unitholder's
agent) of the Purchase Price, to receive any and all distributions made by the
Partnership after the Expiration Date, and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units in
accordance with the terms of the Offer, (iii) to execute and deliver to the
Partnership and/or the General Partners and/or the Corporate Limited Partner
(as the case may be) a change of address form instructing the Partnership to
send any and all future distributions to which the Purchasers are entitled
pursuant to the terms of the Offer in respect of tendered Units to the address
specified in such form and (iv) to endorse any check payable to or upon the
order of such Unitholder representing a distribution to which the Purchasers
are entitled pursuant to the terms of the Offer, in each case on behalf of the
tendering Unitholder. If legal title to the Units is held through an IRA or
KEOGH or similar account, the Unitholder understands that this Letter of
Transmittal must be signed by the custodian of such IRA or KEOGH account and
the Unitholder hereby authorizes and directs the custodian of such IRA or KEOGH
to confirm this Letter of Transmittal. This Power of Attorney shall not be
affected by the subsequent mental disability of the Unitholder, and the
Purchasers shall not be required to post bond in any nature in connection with
this Power of Attorney. The Purchasers may assign such Power of Attorney to
any person with or without assigning the related Units with respect to which
such Power of Attorney was granted.

By executing and delivering this Letter of Transmittal, a tendering
Unitholder irrevocably assigns to the Purchasers and their assigns all of the
right, title and interest of such Unitholder in the Partnership with respect to
the Units tendered and purchased pursuant to the Offer, including, without
limitation, such Unitholder's right, title and interest in and to any and all
distributions made by the Partnership after the Expiration Date in respect of
the Units tendered by such Unitholder and accepted for payment by the
Purchasers, regardless of the fact that the record date for any such
distribution may be a date prior to the Expiration Date. The Purchasers
reserve the right to transfer or assign, in whole or from time to time in part,
to one or more persons, the right to purchase Units tendered pursuant to the
Offer, together with the Purchasers' rights under this Letter of Transmittal,
but any such transfer or assignment will not relieve the Purchasers of their
obligations under the Offer or prejudice the rights of tendering Unitholders to
receive payment for Units validly tendered and accepted for payment pursuant to
the Offer. The Purchasers will seek to be admitted to the Partnership as
transferees upon consummation of the Offer. By executing and delivering this
Letter of Transmittal, the undersigned, being a tendering Unitholder, expressly
intends the Purchasers to become transferees.

By executing this Letter of Transmittal, the undersigned represents that
either (a) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

The undersigned recognizes that, if proration is required pursuant to the
terms of the Offer, the Purchasers will accept for payment from among those
Units validly tendered on or prior to the Expiration Date and not properly
withdrawn, the maximum number of Units permitted pursuant to the Offer on a pro
rata basis, with adjustments to avoid purchases which would violate the terms
of the Offer, based upon the number of Units validly tendered prior to the
Expiration Date and not properly withdrawn.

The undersigned understands that a tender of Units to the Purchasers will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for Units") and Section 14 ("Conditions of
the Offer") of the Offer to Purchase, the Purchasers may not be required to
accept for payment any of the Units tendered hereby. In such event, the
undersigned understands that any Letter of Transmittal for Units not accepted
for payment will be destroyed by the Purchasers. Except as stated in Section 4
("Withdrawal Rights") of the Offer to Purchase, this tender is irrevocable,
provided Units tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date.
<PAGE> 3
SIGNATURE BOX

Please sign exactly as your name is printed (or corrected) above. For joint
owners, each joint owner must sign. All signatures must be medallion
guaranteed by an Eligible Institution. (See Instruction 2.) The signatory
hereto hereby certifies under penalties of perjury the Taxpayer Identification
Number (i.e., the signatory's social security number) furnished in the blank
provided in this Signature Box and the statements in Box A, Box B and, if
applicable, Box C. The undersigned hereby represents and warrants for the
benefit of the Partnership and the Purchasers that the undersigned owns (or
beneficially owns) the Depositary Receipts representing Units tendered hereby
and has full power and authority to validly tender, sell, assign, transfer,
convey and deliver the Depositary Receipts tendered hereby and that when the
same are accepted for payment by the Purchasers, the Purchasers will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, such Units will not be
subject to any adverse claims, the transfer and assignment contemplated herein
are in compliance with all applicable laws and regulations, and that upon such
transfer and assignment the undersigned will not own less than 250 Units (100
Units in the case of tax-exempt entities, including IRAs and KEOGHs). All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in Section 4 ("Withdrawal Rights") of the Offer
to Purchase, this tender is irrevocable.

X ______________________________________________________________________________
(Signature of Owner) (Date)

X ______________________________________________________________________________
Taxpayer Identification Number of Owner

X ______________________________________________________________________________
(Signature of Co-Owner) (Date)

________________________________________________________________________________
(Title)

Telephone (Day) ( ) Telephone (Eve) ( )
----- ------------- ----- ------------

GUARANTEE OF SIGNATURE (SEE INSTRUCTION 2):

Name of Eligible Institution:
-------------------------------------------------

Authorized Signature:
----------------------------------------------------------

TAX CERTIFICATIONS

BOX A

SUBSTITUTE FORM W-9

(See Instruction 3)

The person signing this Letter of Transmittal hereby certifies the following
to the Purchasers under penalties of perjury:

(i) The Taxpayer Identification Number ("TIN") furnished in the space
provided for that purpose in the Signature Box of this Letter of Transmittal
is the correct TIN of the Unitholder. If no TIN is provided above and this
box [ ] is checked, the Unitholder has applied for a TIN. If the Unitholder
has applied for a TIN, a TIN has not been issued to the Unitholder, and
either (a) the Unitholder has mailed or delivered an application to receive a
TIN to the appropriate Internal Revenue Service ("IRS") Center or Social
Security Administration Office, or (b) the Unitholder intends to mail or
deliver an application in the near future, it is hereby understood that if
the Unitholder does not provide a TIN to the Purchasers within sixty (60)
days, 31% of all reportable payments made to the Unitholder thereafter will
be withheld until a TIN is provided to the Purchasers; and

(ii) Unless this box [ ] is checked, the Unitholder is not subject to backup
withholding either because the Unitholder (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Unitholder is
subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) has been notified by the IRS that such Unitholder is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) above, if you are unable to certify
that the Unitholder is not subject to backup withholding.

BOX B

FIRPTA AFFIDAVIT

(See Instruction 3)

Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(d), a
transferee must withhold tax equal to 10% of the amount realized with respect
to certain transfers of an interest in a partnership if 50% or more of the
value of its gross assets consists of U.S. real property interests and 90% or
more of the value of its gross assets consists of U.S. real property
interests plus cash or cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchasers that no withholding
is required with respect to the Unitholder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following
under penalties of perjury:

(i) Unless this box [ ] is checked, the Unitholder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Code and
Income Tax Regulations);

(ii) the Unitholder's U.S. social security number (for individuals) or
employer identification number (for non- individuals) is correct as furnished
in the blank provided for that purpose on the back of this Letter of
Transmittal; and

(iii) the Unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the back of
this Letter of Transmittal. If a corporation, the jurisdiction of
incorporation is _________________________.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any
false statements contained herein could be punished by fine, imprisonment, or
both.

BOX C

SUBSTITUTE FORM W-8

(See Instruction 3)

By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Unitholder is an "exempt
foreign person" for purposes of the backup withholding rules under U.S.
federal income tax laws, because the Unitholder:

(i) Is a nonresident alien or a foreign corporation, partnership, estate or
trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.

For Units to be accepted for purchase, Unitholders should complete and sign
this Letter of Transmittal in the Signature Box and return it in the
self-addressed, postage-paid envelope enclosed, or by hand or overnight courier
to: The Herman Group, Inc., 2121 San Jacinto Street, 26th Floor, Dallas, TX
75201, or by Facsimile to: (214) 999-9323 or (214) 999-9348. Delivery of this
Letter of Transmittal or any other required documents to an address other than
the one set forth above or transmission via facsimile other than as set forth
above does not constitute valid delivery.

PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANSMITTAL AND BOXES A, B AND C ABOVE.
<PAGE> 4
INSTRUCTIONS FOR COMPLETING LETTER OF TRANSMITTAL

Forming Part of the Terms and Conditions of the Offer
================================================================================

FOR ASSISTANCE IN COMPLETING THE LETTER OF TRANSMITTAL, CALL:

THE HERMAN GROUP, INC. AT (800) 738-5516

================================================================================

1. DELIVERY OF LETTER OF TRANSMITTAL. For convenience in responding to
the Offer, a self-addressed, postage-paid envelope had been enclosed
with the Offer to Purchase. However, to ensure receipt of the Letter
of Transmittal, it is suggested that you use an overnight courier or,
if the Letter of Transmittal is to be delivered by United States mail,
that you use certified or registered mail, return receipt requested.

To be effective, a duly completed and original of the signed Letter of
Transmittal must be received by the Information Agent/Depositary at
the address (or facsimile number) set forth below before the
Expiration Date, 12:00 Midnight, New York City Time on Monday,
February 24, 1997, unless extended. LETTERS OF TRANSMITTAL WHICH HAVE
BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS MARKED IN THE "NUMBER
OF UNITS TENDERED" COLUMN, SHALL BE DEEMED TO HAVE TENDERED ALL UNITS
PURSUANT TO THE OFFER, INCLUDING ALL UNITS IN THE PARTNERSHIP'S
REINVESTMENT PLAN HELD FOR THE BENEFIT OF THE UNITHOLDER. Tenders of
less than 100 Units or tenders of less than all Units owned by a
Unitholder that would result in such Unitholder holding less than 250
Units (100 Units in the case of tax-exempt entities) will not be
accepted.

BY MAIL/HAND OR OVERNIGHT DELIVERY: THE HERMAN GROUP, INC.
2121 San Jacinto Street,
26th Floor
Dallas, Texas 75201

BY FACSIMILE (SEE NOTE BELOW): (214) 999-9323
or
(214) 999-9348

FOR ADDITIONAL INFORMATION CALL: (800) 738-5516

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING UNITHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY. IF TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND
BACK OF THE LETTER OF TRANSMITTAL AND THE TAX CERTIFICATION PAGE AND MAIL THE
ORIGINAL COPIES OF SUCH PAGES TO THE INFORMATION AGENT/DEPOSITARY AT THE
ADDRESS LISTED ABOVE PRIOR TO THE EXPIRATION OF THE OFFER. ONLY ORIGINAL
LETTERS OF TRANSMITTAL WILL BE ACCEPTED FOR PURCHASE.

All tendering holders of Units, by execution of this Letter of Transmittal or
facsimile hereof, waive any right to receive any notice of the acceptance of
their Units for payment.

2. SIGNATURES. All Unitholders must sign in the Signature Box on the
back of the Letter of Transmittal. If the Units are held in the names
of two or more persons, all such persons must sign the Letter of
Transmittal. When signing as a general partner, corporate officer,
attorney-in-fact, executor, custodian, administrator or guardian,
please give full title and send proper evidence of authority
satisfactory to the Purchasers with this Letter of Transmittal. With
respect to most trusts, the Partnership will generally require only
the named trustee to sign the Letter of Transmittal. For Units held
in a custodial account for minors, only the signature of the custodian
will be required.

For IRA custodial accounts, the beneficial owner should return the
executed Letter of Transmittal to the Information Agent/Depositary as
specified in Instruction 1 herein. Such Letter of Transmittal will
then be forwarded by the Information Agent/Depositary to the custodian
for additional execution. Such Letter of Transmittal will not be
considered duly completed until after it has been executed by the
custodian.

If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certificates.

ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE MEDALLION
GUARANTEED BY A COMMERCIAL BANK, SAVINGS BANK, CREDIT UNION, SAVINGS
AND LOAN ASSOCIATION OR TRUST COMPANY HAVING AN OFFICE, BRANCH OR
AGENCY IN THE UNITED STATES, A BROKERAGE FIRM THAT IS A MEMBER FIRM OF
A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. (EACH, AN "ELIGIBLE
INSTITUTION").

3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, additional documentation may
be required by the Purchasers under certain circumstances including,
but not limited to those listed below. Questions on documentation
should be directed to The Herman Group, Inc. at (800) 738-5516,
Project Administration Department. ONLY ORIGINAL LETTERS OF
TRANSMITTAL WILL BE ACCEPTED. If tendering by fax, original copies
should be sent so as to be received on or before the Expiration Date.

<TABLE>
<S> <C>
Deceased Owner (Joint Tenant) - Certified Copy of Death Certificate.

Deceased Owner (Others) - Certified Copy of Death Certificate (See also
Executor/Administrator/Guardian below).

Executor/Administrator/Guardian - (i) Certified Copies of court Appointment Documents for
Executor or Administrator dated within 60 days of
the date of execution of the Letter of Transmittal;
and

(ii) a copy of applicable provisions of the Will (Title
Page, Executor(s)' powers, asset distribution); OR

(iii) Certified copy of Estate distribution documents.

Attorney-in-Fact - Current Power of Attorney.

Corporations/Partnerships - Certified copy of Corporate Resolution(s) (with raised
corporate seal), or other evidence of authority to act.
Partnerships should furnish copy of Partnership Agreement.

Trust/Pension Plans - Copy of cover page of the Trust or Pension Plan, along with
copy of the section(s) setting forth names and powers of
Trustee(s) and any amendments to such sections or appointment
of Successor Trustee(s).
</TABLE>

ALL SIGNATURES MUST BE MEDALLION GUARANTEED.

(Continued on Back)
<PAGE> 5

4. U.S. PERSONS. A Unitholder who or which is a United States citizen OR
a resident alien individual, a domestic corporation, a domestic
partnership, a domestic trust or a domestic estate (collectively,
"United States Persons") as those terms are defined in the Code and
Income Tax Regulations, should follow the instructions below with
respect to certifying Boxes A and B (on the reverse side of the Letter
of Transmittal).

TAXPAYER IDENTIFICATION NUMBER. To avoid 31% federal income tax
backup withholding, the Unitholder must furnish his, her or its TIN in
the blank provided for that purpose in the Signature Box on the back
of the Letter of Transmittal and certify under penalties of perjury
Box A, B and, if applicable, Box C. In the case of an individual
person, such person's social security number is his or her TIN.

WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE FOLLOWING
NOTE AS A GUIDELINE:

NOTE: INDIVIDUAL ACCOUNTS should reflect their own TIN.
JOINT ACCOUNTS should reflect the TIN of the person whose name
appears first. TRUST ACCOUNTS should reflect the TIN assigned
to the Trust. CUSTODIAL ACCOUNTS FOR THE BENEFIT OF MINORS
should reflect the TIN of the minor. CORPORATIONS OR OTHER
BUSINESS ENTITIES should reflect the TIN assigned to that
entity. If you need additional information, please see the
enclosed copy of the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

SUBSTITUTE FORM W-9 - BOX A.

(i) In order to avoid 31% federal income tax backup withholding, the
Unitholder must provide to the Purchasers in the blank provided for
that purpose in the Signature Box on the back of the Letter of
Transmittal the Unitholder's correct TIN and certify, under
penalties of perjury, that such Unitholder is not subject to such
backup withholding. The TIN being provided on the Substitute Form
W-9 is that of the registered Unitholder as indicated in the
Signature Box on the back of the Letter of Transmittal. If a
correct TIN is not provided, penalties may be imposed by the IRS,
in addition to the Unitholder being subject to backup withholding.
Certain Unitholders (including, among others, all corporations) are
not subject to backup withholding. Backup withholding is not an
additional tax. If withholding results in an overpayment of taxes,
a refund may be obtained from the IRS.

(ii) DO NOT CHECK THE BOX IN BOX A, PART (ii), UNLESS YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.

FIRPTA AFFIDAVIT - BOX B. To avoid withholding of tax pursuant to
Section 1445 of the Code, each Unitholder who or which is a United States
Person (as defined in Instruction 3 above) must certify, under penalties
of perjury, the Unitholder's TIN and address, and that the Unitholder is
not a foreign person. Tax withheld under Section 1445 of the Internal
Revenue Code is not an additional tax. If withholding results in an
overpayment of tax, a refund may be obtained from the IRS. CHECK THE BOX
IN BOX B, PART (ii) ONLY IF YOU ARE NOT A U.S. PERSON, AS DESCRIBED
THEREIN.

5. FOREIGN PERSONS - BOX C. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in Instruction 3
above) to qualify as exempt from 31% backup withholding, such foreign
Unitholder must certify, under penalties of perjury, the statement in Box
C of this Letter of Transmittal attesting to that foreign person's status
by checking the box in such statement. UNLESS SUCH BOX IS CHECKED, SUCH
FOREIGN PERSON WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION
1445 OF THE CODE.

6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders
will be accepted.

7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter
of Transmittal will be determined by the Purchasers and such
determination will be final and binding. The Purchasers' interpretation
of the terms and conditions of the Offer (including these instructions
for the Letter of Transmittal) also will be final and binding. The
Purchasers will have the right to waive any irregularities or conditions
as to the manner of tendering. Any irregularities in connection with
tenders must be cured within such time as the Purchasers shall determine
unless waived by them.

The Letter of Transmittal will not be valid unless and until any
irregularities have been cured or waived. Neither the Purchasers nor the
Information Agent/Depositary are under any duty to give notification of
defects in a Letter of Transmittal and will incur no liability for
failure to give such notification.

8. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent/Depositary which demonstrates, to the satisfaction of the
Purchasers, such person's status as an assignee.

9. INADEQUATE SPACE. If the space provided herein is inadequate, the
numbers of Units and any other information should be listed on a separate
schedule attached hereto and separately signed on each page thereof in
the same manner as this Letter of Transmittal is signed.

Questions and requests for assistance may be directed to the Information
Agent/Depositary at its address and telephone number listed below. Additional
copies of the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the Purchasers' expense. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.

The Information Agent/Depositary for the Offer is:

T H E HERMAN GROUP I N C.

2121 San Jacinto Street

26th Floor

Dallas, Texas 75201

Call Toll-Free (800) 738-5516

<PAGE> 1
EXHIBIT 99.(a)(3)
<PAGE> 2

$6.00 PER UNIT OFFER TO PURCHASE

To Unitholders in Krupp Cash Plus Limited Partnership:

KRESCENT PARTNERS L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
("KRESCENT"), AND AMERICAN HOLDINGS I, L.P., A DELAWARE LIMITED PARTNERSHIP
("AHI") (KRESCENT AND AHI ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"PURCHASERS"), ARE OFFERING TO PURCHASE UP TO 994,182 OF THE OUTSTANDING
DEPOSITARY RECEIPTS REPRESENTING UNITS (AS DEFINED IN THE ENCLOSED OFFER TO
PURCHASE) IN KRUPP CASH PLUS LIMITED PARTNERSHIP (THE "PARTNERSHIP") FOR A CASH
PURCHASE PRICE OF $6.00 PER UNIT, NET TO THE SELLER, UPON THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH IN THE ATTACHED OFFER TO PURCHASE, DATED JANUARY
24, 1997, AND THE RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE
"OFFER").

Unless extended by the Purchasers, the Offer is effective
until midnight, New York City time, on February 24, 1997. The Offer is not
conditioned upon any minimum number of Units being tendered; however, tenders
of less than 100 Units or tenders of less than all Units owned by a Unitholder
that would result in such Unitholder holding less than 250 Units (100 Units in
the case of tax-exempt entities) will not be accepted.

The materials included in this package include important
information concerning the Purchasers, the terms and conditions to the Offer,
tax implications and instructions for tendering your Units. It is important
that you take some time to read carefully the enclosed Offer to Purchase, the
Letter of Transmittal and other accompanying materials in order to evaluate the
Offer being made by the Purchasers.

In reviewing the Offer, please note:

o Offer is a Premium to the per Unit Secondary Market Price.

$5.19 per Unit was the weighted average selling price
for Units in the limited secondary market for the six
months ended September 30, 1996. Unitholders are
advised, however, that such amount is not necessarily
indicative of value.

o No Commissions and No Transfer Fees.

The Purchasers will pay any transfer fees charged by
the Partnership in connection with transferring the
ownership of your Units pursuant to the Offer and
commissions in connection with tendering your Units
pursuant to the Offer.

o No More K-1 Reporting Costs if You Sell All of Your Units.

If you sell all of your Units you will avoid the
expense, delay, and complications in filing complex
tax returns which result from an ownership of Units.

o Although the Purchasers cannot predict the future value of the
Partnership's assets on a per Unit basis, the Purchase Price
offered could differ significantly from the net proceeds that
would be realized from a current sale of the properties owned
by the Partnership (the "Properties") or that may be realized
upon a future liquidation of the Partnership.

o The Purchasers are making the Offer with a view to making a
profit. Accordingly, there may be a conflict between their
desire to acquire the Units at a low price and your desire to
sell your Units at a high price. The Purchase Price of $6.00
is approximately 77% and 65%, respectively, of Krescent's and
AHI's respective estimates of the liquidation value of the
Partnership's assets on a per Unit basis of approximately
$7.82 and $9.17 assuming such assets were sold today.

o If the Purchasers are successful in acquiring a significant
number of Units as a result of the Offer, each could,
following the Standstill Expiration Date (as defined in the
Offer), be in a position to significantly influence all
Partnership decisions on which Unitholders may vote, including
decisions regarding removal of any General Partner, merger,
sales of assets and liquidation of the Partnership.

<PAGE> 3
You must decide whether to tender your Units based on your own
particular circumstances, including your judgment of the value of your Units
taking into account their upside potential and risks. You should consult with
your advisors about the financial, tax, legal and other implications to you of
accepting the Offer.

If you desire additional information regarding the Offer or
need assistance in tendering your Units, you may call The Herman Group, Inc.,
which is acting as Information Agent/Depositary for the Offer, at (800)
738-5516. Informed and courteous agents are available to assist you.

THE HERMAN GROUP, INC.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75201
Facsimile No. (214) 999-9348 or (214) 999-9323
For information call 1-800-738-5516

January 24, 1997
KRESCENT PARTNERS L.L.C.
AMERICAN HOLDINGS I, L.P.

<PAGE> 1
EXHIBIT 99.(c)(1)
<PAGE> 2
EXHIBIT 99.(c)(1)

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (this "Agreement") is made and
entered into as of the 27th day of June, 1996, by and between The Krupp
Corporation ("Krupp"), a Massachusetts corporation with a principal place of
business at 470 Atlantic Avenue, Boston, Massachusetts 02210, and Liquidity
Financial Group, L.P. ("Liquidity") individually and on behalf of certain
Affiliates as hereinafter defined, a California limited partnership with a
principal place of business at 2200 Powell Street, Suite 700, Emeryville,
California 94608.

WITNESSETH:

WHEREAS, Liquidity is engaged in the business of sponsoring and
managing funds which invest in, among other things, real estate limited
partnerships;

WHEREAS, Krupp and certain affiliates sponsored and are engaged in the
business of managing, among other things, real estate limited partnerships;

WHEREAS, Liquidity sponsored and manages Liquidity Fund #33 LP as well
as other investment funds, and may in the future sponsor and manage and or
provide investment advice to additional investment funds (collectively, the
"Liquidity Funds"), and Krupp sponsored and manages Krupp Realty Fund, Ltd.-III
("Realty III") and Krupp Realty Limited Partnership-V ("Realty-V") as well as
other investment funds, and may in the future sponsor or manage additional
investment funds (individually a "Krupp Fund" and collectively, the "Krupp
Funds");

WHEREAS, Liquidity has, on behalf of certain of the Liquidity Funds,
sought to obtain from Krupp lists of the investors in certain of the Krupp
Funds for the stated purpose of contacting such investors in order to attempt
to acquire their units in the Krupp Funds;

WHEREAS, Krupp has refused to provide lists of the investors to
Liquidity, alleging that they are not entitled to obtain such lists and
Liquidity has stated that, absent a satisfactory resolution, its present
intention is to litigate the issue;

WHEREAS, the parties have conferred through their respective counsel
and are desirous of resolving and settling Liquidity's claims, upon the terms
and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE> 3
1. Delivery of Lists: Within ten business days of the date of
this Agreement, Krupp will deliver to Liquidity lists of investors (containing
the names, addresses and capital contributions of such investors) in Realty III
and Realty V. The lists will be sorted alphabetically and delivered in both
paper format and on 3.5" IBM Compatible computer diskette in ASCII format. Any
additional lists delivered pursuant to paragraph 3 below will also be delivered
in both paper format on 3.5" IBM Compatible computer diskette in ASCII format.

2. Payment for Lists: Within ten business days of the date of
this Agreement, Liquidity will deliver to Krupp payment for the estimated cost
of reproducing and delivering such lists in the total amount of $600.00.

3. Provision of Additional Lists: From time to time during the
twelve month period commencing on the date hereof and expiring on the first
anniversary date of this Agreement, Krupp will, upon written request from
Liquidity, deliver to Liquidity within 15 business days of receipt of such
written request, updated lists of investors in Realty III and Realty V, or, to
the extent a Liquidity Fund is a Limited Partner or Shareholder (as the case
may be) in any other Krupp Fund, current lists of investors in such other Krupp
Fund, provided such request includes an undertaking by Liquidity to pay the
cost of reproducing and delivering such lists within 10 business days after
receipt of such lists.

4. Restrictions on Activities: For a period commencing on the
date hereof and continuing for 30 months from the last date an investor list in
a Krupp Fund is delivered to Liquidity in response to Liquidity's request,
Liquidity and any person or entity controlling, controlled, managed or advised
by Liquidity or its subsidiaries (including the Liquidity Funds) or under
common control with Liquidity ("Liquidity Affiliates") shall not, without the
prior written consent of Krupp, which may be granted or withheld in Krupp's
sole and exclusive discretion and for any reason, or no reason:

(a) vote its interests in any Krupp Fund on any issue other than
in proportion to the votes of all other interest holders who vote on such
issue;

(b) in any manner acquire, attempt to acquire, or make a proposal
to acquire, directly or indirectly, more than a 25% interest in any Krupp Fund;

(c) propose, or propose to enter into, directly or indirectly, any
merger, consolidation, business combination, sale or acquisition of assets,
liquidation or other similar transaction involving any Krupp Fund;

2
<PAGE> 4
(d) form, join or otherwise participate in a "group" within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended, with respect to any voting securities of a Krupp Fund;

(e) make or participate in any way, directly or indirectly, in any
solicitation of "proxies" or "consents" (as such terms are used in the proxy
rules of the Securities and Exchange Commission) to vote, or seek to advise or
influence any person with respect to the voting of any voting securities of any
Krupp Fund;

(f) sell, transfer or assign any interests in any Krupp Fund to
any person or entity not bound by the terms and conditions of this Agreement;

(g) disclose any intention, plan or arrangement inconsistent with
the terms of this Agreement; and

(h) loan money to, advise, assist or encourage any person in
connection with any of the actions restricted or prohibited by this Agreement.

5. Use of Lists, Prohibition on Furnishing to Others: Any
investor list obtained by Liquidity or Liquidity Affiliates relative to any
Krupp Fund will be utilized only for the purpose of contacting investors to
inquire as to whether they wish to sell their units in such Krupp Fund to a
Liquidity Fund, and for no other purpose. The lists will not be furnished by
Liquidity or Liquidity Affiliates to any other person or entity.

6. Third Parties: If at any time Liquidity or Liquidity
Affiliates is approached or contacted by any third party concerning
participation in a transaction involving the assets, businesses or securities
of any Krupp Fund or involving any of the actions proscribed by Section 4
hereof or otherwise by this Agreement, Liquidity or Liquidity Affiliates, as
the case may be, will immediately notify such party of its inability to
participate in such a transaction and, its obligation to notify Krupp and will
thereafter promptly (and in any event, within 5 business days) notify Krupp of
the nature of such contact and the parties thereto. Krupp will indemnify,
defend and hold harmless Liquidity and the Liquidity Affiliates from and
against any and all claims, demands or liabilities that may arise as a result
of Liquidity's or any Liquidity Affiliates' strict compliance with the terms of
this paragraph.

7. Compliance with Securities and Other Laws: Liquidity and
Liquidity Affiliates acknowledge their obligations under the Securities Laws
and Rules of the Securities and Exchange Commission.

3
<PAGE> 5
8. Provision of Copies of All Communications: Liquidity and
Liquidity Affiliates covenant and agree that they shall deliver to Krupp at
least 5 business days before mailing or otherwise distributing to investors in
any Krupp Fund any communication to be given to one or more investors in any
Krupp Fund.

9. Fiduciary Duties of Krupp; Safe Harbor Provision, Protection
of Partnership Status: Liquidity acknowledges that:

(a) Krupp and its affiliates have significant fiduciary
obligations to the investors in the Krupp Funds, and has stated that it is
entering into this Agreement to, among other things, fulfill those fiduciary
obligations;

(b) Krupp may need to take certain further action to meet its
fiduciary obligations, including, without limitation, suspending the acceptance
of transfer paperwork in one or more Krupp Funds to avoid the termination of
such Krupp Fund's status as a partnership under the Internal Revenue Code of
1986 (the "Code"), as amended; avoid the treatment of such Krupp Fund as a
Publicly Traded Partnership under the Code; or cause the Krupp Fund to fall
outside any so-called "Safe Harbor" provision relating to taxation or tax
status, including provisions relating to Publicly Traded Partnerships; and

(c) That the suspension of the acceptance of transfer paperwork by
Krupp would mean that, notwithstanding the presentment of valid transfer
paperwork and the terms of this Agreement, transfers requested by Liquidity or
a Liquidity Affiliate would not be processed nor reflected on the books and
records of the Krupp Fund.

Nothing herein shall be construed, however, as an acknowledgement or
agreement by Liquidity that Krupp has the right under any particular
circumstances to suspend the acceptance of transfer paperwork, or as a waiver
of any future claims of Liquidity arising out of any such suspension or other
similar action.

10. Release: For and in consideration of the agreements herein
made, Liquidity, individually and on behalf of the Liquidity Affiliates, does
hereby remise, release and acquit Krupp and all of its partners, officers,
directors, affiliates, predecessors, successors and assigns and each of their
partners, officers, directors, affiliates, predecessors, successors and assigns
from and against any and all claims, damages, costs, expenses, actions and
causes of action which Liquidity and the Liquidity Affiliates (including their
partners, officers, directors, affiliates, successors and assigns and all of
their partners, officers, directors, affiliates, predecessors, successors and
assigns) had in the past, now has, or may in the

4
<PAGE> 6
future acquire arising from or related to the failure or refusal of Krupp to
provide an investor list of any Krupp Fund, except for such a failure or
refusal in violation of the provisions of this Agreement.

11. Notices: Any and all notices required or permitted hereunder
shall be in writing and shall be deemed given or served, as the case may be,
upon actual delivery to the parties at the following addresses:

If to Liquidity: Liquidity Financial Group, L.P.
2200 Powell Street-Suite 700
Emeryville, California 94608
Attention: Brent Donaldson

with a copy to: Roger B. Mead, Esq.
Folger & Levin
Embarcadero Center West Tower
275 Battery Street-23rd Floor
San Francisco, California 94111

If to Krupp: The Krupp Corporation
470 Atlantic Avenue
Boston, Massachusetts 02210
Attention: Laurence Gerber

with a copy to: Scott D. Spelfogel, Esq.
Vice President and General Counsel
The Berkshire Group
470 Atlantic Avenue
Boston, Massachusetts 02210

12. No Admissions, Confidentiality: The parties agree that this
Agreement is being entered into solely to settle disputed claims, and nothing
herein shall be deemed to constitute an admission of liability on the part of
Krupp, all such liability being expressly contested. The parties agree that
their discussions prior to entering into this Agreement, the nature, existence
and terms of this Agreement, and all matters relating to the dispute and
settlement shall be strictly confidential and not disclosed by either party to
any individual or entity, nor be admissible in court for any purpose.
Notwithstanding the foregoing, should either party believe that it must produce
this Agreement in response to subpoena or other lawful process, it shall first
notify the other party and provide the other party with at least 15 business
days in which to seek to quash or limit any such subpoena or process, before
producing this Agreement. To the extent the second party does not have
standing to seek to quash or limit the subpoena, the first party shall
cooperate in such efforts, provided such cooperation does not result in the
incurring of any costs on the part of said first party.

5
<PAGE> 7
13. Enforcement: The parties agree that each shall be entitled to
equitable relief, including injunctive relief and specific performance, in the
event of any breach of the provisions of this Agreement, in addition to all
other remedies available at law or in equity. In the event either party must
refer this agreement to an attorney for enforcement, the prevailing party shall
be entitled to all costs of enforcement, including attorney's fees.

14. Governing Law; Venue and Jurisdiction: This Agreement shall
be governed by the laws of the Commonwealth of Massachusetts without regard to
principles of conflict of law thereof. The parties agree that the Federal and
state courts located within the Commonwealth of Massachusetts shall have
exclusive jurisdiction over disputes arising hereunder, and the parties hereby
consent to such venue and submit to the jurisdiction of such courts.

15. Captions: Captions and section headings used herein are for
convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

16. Amendments: This Agreement may be amended, changed, modified,
altered or terminated only by written instrument or written instruments signed
by all of the parties hereto.

17. Severability: In the event any provision of this Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision
hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

LIQUIDITY FINANCIAL GROUP, L.P.
By: Liquidity Financial Corporation,
its general partner

By: /s/ Brent Donaldson
----------------------------------
Brent Donaldson
President

THE KRUPP CORPORATION

By: /s/ Laurence Gerber
----------------------------------
Laurence Gerber
President

<PAGE> 1
EXHIBIT 99.(c)(2)
<PAGE> 2
EXHIBIT 99.(c)(2)
FIRST AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE

This First Amendment to Settlement Agreement and Release (this
"Amendment") is made and entered into as of the 8th day of October, 1996, by
and between The Krupp Corporation ("Krupp"), a Massachusetts corporation with a
principal place of business at 470 Atlantic Avenue, Boston, Massachusetts
02210, and Liquidity Financial Group, L.P. ("Liquidity") individually and on
behalf of certain Affiliates as defined in the Agreement (as hereinafter
defined), a California limited partnership with a principal place of business
at 2200 Powell Street, Suite 700, Emeryville, California 94608.

WITNESSETH:

WHEREAS, the parties entered into a Settlement Agreement and Release
dated the 27th day of June, 1996 (the "Agreement") and desire to the amend the
Agreement, to eliminate a possible ambiguity, as hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. Section 4(d), of the Agreement shall be and hereby is amended
by adding, at the end of said section following the semicolon, the following
clause:

provided, however, that Liquidity and Liquidity Affiliates
shall not be deemed to be acting in a "group" in violation of
this Section 4(d) solely by virtue of their voting their
interests in compliance with Section 4(a) of this Agreement;

2. Except as expressly set forth above, the Agreement shall
remain in full force and effect without amendment or modification.

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

LIQUIDITY FINANCIAL GROUP, L.P. THE KRUPP CORPORATION
By: Liquidity Financial
Corporation, its general partner

By: /s/ Brent Donaldson By: /s/ Laurence Gerber
--------------------------- -----------------------
Brent Donaldson Laurence Gerber
President President

<PAGE> 1
EXHIBIT 99.(c)(3)
<PAGE> 2

EXHIBIT 99.(c)(3)

SECOND AMENDMENT TO
SETTLEMENT AGREEMENT AND RELEASE

This Second Amendment to Settlement Agreement and Release
(this "Amendment") is made and entered into as of the 6th day of January 1997,
by and between The Krupp Corporation ("Krupp"), a Massachusetts corporation
with a principal place of business at 470 Atlantic Avenue, Boston,
Massachusetts 02210, and Liquidity Financial Group, L.P. ("Liquidity")
individually and on behalf of certain Affiliates as defined in the Agreement
(as hereinafter defined), a California limited partnership with a principal
place of business at 2200 Powell Street, Suite 700, Emeryville, California
94608.

WITNESSETH:

WHEREAS, the parties entered into a Settlement Agreement and
Release, dated the 27th day of June, 1996, as amended as of October 8, 1996 (as
amended, the "Agreement"), and now desire to the amend the Agreement, to
eliminate a possible ambiguity and to facilitate the contemplated transactions
described below, as hereinafter set forth;

WHEREAS, Krescent Partners L.L.C. (i) retained Liquidity
Financial Advisors, Inc., an affiliate of Liquidity, as its financial advisor,
(ii) agreed to become bound by the terms of the Agreement, and (iii) commenced
tender offers (the "Krescent Tender Offers") for units of Investor Limited
Partnership Interests of the real estate limited partnerships listed on
Schedule I attached hereto (the "Scheduled Partnerships");

WHEREAS, American Holdings I, L.P. ("AHI") desires to
participate in the Krescent Tender Offers and, therefore, has agreed to become
bound by the terms of the Agreement with respect to the Scheduled Partnerships;
and

WHEREAS, Krupp has consented to the participation of AHI in
the Krescent Tender Offers upon AHI's agreement to be bound by the terms of the
Agreement with respect to the Scheduled Partnerships;

NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

1. Section 4(d) of the Agreement is hereby amended and
restated in its entirety as follows:

(d) form, join or otherwise participate in a "group"
within the meaning of Section 13(d)(3) of the Securities and Exchange
Act of 1934, as amended, with respect to any voting securities of a
Krupp Fund, unless each member of such group agrees in writing to be
bound by the terms of this Agreement; provided, however, that
Liquidity and Liquidity Affiliates shall not be deemed to be acting in
a "group" in violation of this Section 4(d) solely by virtue of their
voting their interests in compliance with Section 4(a) of this
Agreement;
<PAGE> 3
2. Krupp hereby agrees that the agreement between
Liquidity and AHI, attached hereto as Exhibit A, satisfies the requirements of
the amended Section 4(d) of the Agreement, as set forth in Section 1 of this
Amendment.

3. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or modification.

4. Liquidity represents that it has not made any
statements inconsistent with the terms of the Krescent Tender Offers and hereby
agrees to comply with the terms of that certain letter dated December 17, 1996
from Steven L. Lichtenfeld to James Dubin, a copy of which is attached hereto
as Exhibit B.

IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

THE KRUPP CORPORATION

By: /s/ Laurence Gerber
-------------------------------------------
Laurence Gerber, President

LIQUIDITY FINANCIAL GROUP, L.P.

By: Liquidity Financial
Corporation, its general partner

By: /s/ Brent Donaldson
----------------------------------
Brent Donaldson, President

2
<PAGE> 4
SCHEDULE I

Krupp Realty Fund, Ltd. - III

Krupp Realty Limited Partnership - V

Krupp Realty Limited Partnership - VII

Krupp Cash Plus Limited Partnership

<PAGE> 1
EXHIBIT 99.(c)(4)
<PAGE> 2
EXHIBIT 99.(c)(4)

ASSUMPTION AGREEMENT (this "Agreement"), dated as of November
21, 1996, between Liquidity Financial Group, L.P., a California limited
partnership ("LFG"), and Krescent Partners L.L.C., a Delaware limited liability
company (the "LLC").

W I T N E S S E T H:

WHEREAS, LFG and The Krupp Corporation, a Massachusetts
corporation (the "Corporation"), entered into a Letter Agreement, dated as of
June 27, 1996 and amended as of October 8, 1996 (the "Letter Agreement"),
pursuant to which LFG and its Affiliates (as defined therein) agreed to certain
restrictions in exchange for current lists (the "Lists") of the names and
addresses of the holders of the units of Investor Limited Partnership Interest
(or assignee interests therein or depositary certificates representing such
units) (the "Units") in various real estate limited partnerships sponsored
and/or managed by The Krupp Corporation, a Massachusetts corporation; and

WHEREAS, the LLC (i) has retained or will retain Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) desires to use the Lists for purposes consistent with the terms of the
Letter Agreement.

NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the LLC agrees as follows:

1. The LLC hereby agrees to become bound by the Letter
Agreement to the extent LFG is so bound as if the LLC had executed the Letter
Agreement as of June 27, 1996, and amended as of October 8, 1996; provided,
however, the LLC shall only have liability with respect to its actions or
inactions under the Letter Agreement and shall not be liable for any breach of
any representation, warranty or covenant by LFG or any other party to the
Letter Agreement.

2. The LLC shall not be bound by the Letter Agreement to
the extent that any of the obligations and liabilities of LFG under the Letter
Agreement are expanded, broadened, increased or enlarged.

3. Nothing contained herein shall require the LLC to
pay, perform or discharge any liabilities or obligations expressly assumed
hereunder so long as the LLC shall in good faith contest or cause to be
contested the amount or validity thereof.
<PAGE> 3
IN WITNESS WHEREOF, LFG and the LLC have caused this Agreement
to be duly executed as of the date first written above.

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners, Inc., its
managing member

By: /s/ Richard Mack
----------------------------
Name: Richard Mack
Title: Vice President

LIQUIDITY FINANCIAL GROUP, L.P.

By: Liquidity Financial Corporation, its
general partner

By: /s/ Brent Donaldson
-------------------------------
Name: Brent Donaldson
Title: President

<PAGE> 1
EXHIBIT 99.(c)(5)
<PAGE> 2
EXHIBIT 99.(c)(5)

OPTION AGREEMENT

AGREEMENT, dated as of November 21, 1996 (this "Agreement"),
by and between Liquidity Financial Group, L.P., a California limited
partnership (the "Optionee"), and Apollo Real Estate Investment Fund II, L.P.,
a Delaware limited partnership (the "Fund").

W I T N E S S E T H:

WHEREAS, the Fund owns 29.23% of the outstanding limited
liability company interests (the "Krescent Interests") of Krescent LFG L.L.C.,
a Delaware limited liability company ("Krescent LFG");

WHEREAS, Krescent LFG owns 17.1% of the outstanding limited
liability company interests (the "Bidder Interests") of Krescent Partners
L.L.C., a Delaware limited liability company (the "Bidder");

WHEREAS, the Bidder has commenced or will commence tender
offers (the "Tender Offers") to acquire units of Investor Limited Partnership
Interest (or assignee interests therein or depositary certificates representing
such units) (the "Units") of various real estate limited partnerships sponsored
and/or managed by The Krupp Corporation, a Massachusetts corporation (the
"Targets"); and

WHEREAS, the Fund desires to grant to the Optionee an option
to acquire up to 100% of the Fund's Krescent Interests (the "Option
Interests"), upon the terms and subject to the conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the foregoing premises,
the mutual covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Optionee and the Fund hereby agree as follows:

1. Grant of the Options. The Fund hereby grants to the Optionee
the right to purchase (the "Option") all or any part of the Option Interests
from the Fund exercisable from the date Bidder accepts for payment Units
tendered pursuant to the Tender Offer until that date which is six months after
the date the Option becomes exercisable (the "Option Period"), at a purchase
price (the "Purchase Price") equal to five percent (5%) of the aggregate
consideration paid and expenses incurred by the Bidder for the Units in the
Tender Offer together with interest at a rate of 20% per annum based on a year
of 366 days (calculated from and after the date of the closing of the Tender
Offer through and including the date of the closing of the Option). If
Optionee does not exercise the entire Option, the Purchase Price shall be
reduced pro rata in accordance with the percentage of the entire Option
exercised by the Optionee.
<PAGE> 3
2. Exercise of the Option. The Option to purchase the Option
Interests shall be exercisable in whole or in part on the terms and subject to
the conditions hereinafter set forth:

(a) In the event that the Optionee is entitled to and
wishes to exercise the Option, the Optionee shall, during the Option Period,
send a written notice (the "Exercise Notice") to the Fund identifying the date
and place for the closing (the "Closing") of the Option Interests to be
purchased. Delivery of the Exercise Notice prior to the expiration of the
Option Period shall be sufficient to entitle the Optionee to purchase the
Option Interests notwithstanding that the Closing may occur after the
expiration of the Option Period; provided, however, that the Closing shall not
be more than fifteen (15) business days from the date that the Exercise Notice
is received by the Fund unless another date is agreed upon in writing by the
Fund and the Optionee.

(b) Payment of the Purchase Price for the Option
Interests to be acquired pursuant to the exercise of the Option will be made by
the Optionee at the Closing by delivering to the Fund, by wire transfer or by
certified check payable to the order of the Fund, an amount equal to the
Purchase Price.

3. Transferability of the Option. The Option may not be
assigned, transferred, or otherwise disposed of, or pledged or hypothecated or
in any way be subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition of the Option
attempted contrary to the provisions of this Agreement or any levy, execution,
attachment or other process attempted upon the Option will be null and void and
without effect.

4. Sale of Option Interests. Except as provided in this
Agreement, the Fund shall not, without the express written consent of the
Optionee, during the Option Period, (i) sell or otherwise dispose of any or all
of the Option Interests, or (ii) convert such Option Interests into cash,
capital stock or other securities.

5. Adjustment Upon Changes in Capitalization. In the event of
any change in the Krescent Interests by reason of dividends, split-ups,
recapitalizations, combinations, exchanges of interests or the like, the type
and number of interests of Krescent Interests subject to the Option and the
Purchase Price shall be appropriately adjusted and proper provision shall be
made so that, in the event that any additional Krescent Interests become
outstanding as a result of any such change after the date of this Agreement,
the Option shall be adjusted so that, after such change and together with the
Krescent Interests previously outstanding pursuant to the exercise of the
Option (as adjusted on account of any of the foregoing change in Krescent
Interests), it equals 29.23% of the number of Krescent Interests then
outstanding.

6. Investment. The Optionee acknowledges that the Option
Interests are not being offered pursuant to a registration statement under the
Securities Act of 1933, as amended (the "Act"), or any other securities laws.
The Optionee acknowledges that the Option Interests are being acquired for the
Optionee's own account for investment purposes only and not with a view to, or
for sale in connection with, any public distribution thereof and will not sell,
or offer to sell or otherwise dispose of, any interest in the Option Interests
acquired by the Optionee in violation of the Act. The Optionee has had
substantial experience in business and financial matters and in making
investments of the type contemplated by this Agreement, is capable of
evaluating the merits and risks of the purchase of the Option Interests and is
able to bear the economic risks of such investment.

-2-
<PAGE> 4
7. Representations and Warranties of the Fund. The Fund hereby
represents and warrants to the Optionee as follows:

(a) Organization. The Fund is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware, has all requisite power and authority to execute and deliver this
Agreement and perform its obligations hereunder. The execution and delivery by
the Fund of this Agreement and the performance by the Fund of its obligations
hereunder have been duly and validly authorized by the general partner of the
Fund and no other partnership actions on the part of the Fund are necessary to
authorize the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.

(b) Authorization. This Agreement has been duly and
validly executed and delivered by the Fund and constitutes a valid and binding
agreement enforceable against the Fund in accordance with its terms, except
that (i) such enforcement may be subject to applicable bankruptcy, insolvency
or other similar laws, now or hereafter in effect, affecting creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

(c) Title to Option Interests. As of the date hereof,
the Fund is the legal, beneficial and record owner of the Option Interests.
The Fund has good and marketable title to all of the Option Interests, free and
clear of any liens, encumbrances, equities, restrictions and claims of every
kind and nature. No person other than the Fund has any interest in or right to
acquire any interest in any of the Option Interests. There are no rights,
options, convertible or exchangeable, instruments or interests or commitments,
agreements, arrangements or undertakings of any kind to which the Fund is a
party or by which the Fund is bound obligating the Fund to deliver, sell, or
cause to be sold or delivered, the Option Interests.

(d) No Conflicts. Except for authorizations, consents
and approvals as may be required hereunder, (i) no filing with, and permit,
authorization, consent or approval of any state or federal public body or
authority is necessary for the execution of this Agreement by the Fund and the
consummation by the Fund of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by the Fund and the
consummation by the Fund of the transactions contemplated hereby will (A)
conflict with any or result in any breach of any provision of the
organizational documents of the Fund, (B) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under
any of the terms, conditions or provisions of any indenture, license, contract,
agreement or other instrument or obligation to which the Fund is a party or by
which it may be bound, or (C) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to the Fund.

8. Representations and Warranties of the Optionee. The Optionee
hereby represents and warrants to the Fund as follows:

(a) Organization. The Optionee is a limited partnership
duly formed, validly existing and in good standing under the laws of the State
of California, has all requisite power and authority to execute and deliver
this Agreement and perform its obligations hereunder. The execution and
delivery by the Optionee of this Agreement and the performance by the Optionee
of its

-3-
<PAGE> 5
obligations hereunder have been duly and validly authorized by the general
partner of the Optionee and no other partnership actions on the part of the
Optionee are necessary to authorize the execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.

(b) Authorization. This Agreement has been duly and
validly executed and delivered by the Optionee and constitutes a valid and
binding agreement enforceable against the Optionee in accordance with its
terms, except that (i) such enforcement may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereafter in effect,
affecting creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

(c) No Conflicts. Except for authorizations, consents
and approvals as may be required hereunder, (i) no filing with, and permit,
authorization, consent or approval of any state or federal public body or
authority is necessary for the execution of this Agreement by the Optionee and
the consummation by the Optionee of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by the Optionee and
the consummation by the Optionee of the transactions contemplated hereby will
(A) conflict with any or result in any breach of any provision of the
organizational documents of the Optionee, (B) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any
indenture, license, contract, agreement or other instrument or obligation to
which the Optionee is a party or by which it may be bound, or (C) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to the
Optionee.

9. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Option Interests
shall terminate upon the expiration of the Option Period.

10. Notices. Notices relating to this Agreement shall be in
writing and delivered in person or by hand delivery or certified mail, return
receipt requested, postage prepaid, as follows:

If to the Optionee:

Liquidity Financial Group, L.P.
2200 Powell Street, Suite 700
Emeryville, California 94608
Attention: Brent Donaldson

with a copy to:

Morgan, Lewis & Bockius
1800 M Street N.W.
Washington, D.C. 20036
Attention: Lloyd Feller, Esq.

-4-
<PAGE> 6

If to the Fund:

c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
38th Floor
New York, New York 10019
Attention: W. Edward Scheetz
Richard Mack

with a copy to:

Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Fax: (212) 856-7811
Attention: Peter M. Fass, Esq.
Steven L. Lichtenfeld, Esq.

or to such other address as either party may designate by written notice to the
other in accordance with this provision, and is hereby deemed to have been
given or made: if delivered in person, immediately upon delivery; if by telex,
telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after
sending; and if by certified mail, return receipt requested, three (3) days
after mailing.

11. Benefits of Agreement. This Agreement shall inure to the
benefit and shall be binding upon the successors, heirs, legal representatives
and permitted assigns of the parties hereto.

12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to the principles thereof respecting conflicts of laws.

13. Holidays. Whenever any payment to be made hereunder shall be
stated to be due on a Saturday, Sunday or any national holiday, such payment
may be made on the next succeeding business day.

14. Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

15. Entire Understanding and Release. (a) This Agreement
contains the entire agreement between the Fund and the Optionee and supersedes
any and all prior agreements, understandings and undertakings, whether written
or oral, between the Fund and its officers, directors, employees or agents on
the one hand, and the Optionee on the other hand. No representations,
warranties, covenants or agreements, except those expressly set forth in this
Agreement will be deemed to have been made by either the Fund and its officers,
directors, employees or agents on the one hand, and the Optionee on the other
hand.

-5-
<PAGE> 7
(b) The Optionee hereby releases, acquits and forever
discharges the Fund and its partners, employees and agents, as well as each of
their respective heirs, personal representatives, successors and assigns, from
any and all losses, damages, claims, demands, debts, actions, causes of action,
suits, contracts, agreements, obligations, accounts, defenses and liabilities
of any kind or character whatsoever, known or unknown, suspected or
unsuspected, in contract or in tort, at law or in equity, which the Optionee
ever had, now has, or might hereafter have against the Fund and its partners,
employees and agents for or by reason of any matter, cause or thing whatsoever
which relates in any manner, in whole or in part, directly or indirectly, to
any agreement, understanding, or undertaking of the Fund and its partners,
employees, and agents in connection with the transactions contemplated by this
Agreement.

16. Severability. If any of the provisions of this Agreement
shall be held by a court of competent jurisdiction to be void or unenforceable,
the balance of the provisions of this Agreement shall remain in effect and be
enforced so as to give effect as nearly as possible to the intentions of the
Fund and the Optionee.

17. Execution. This Agreement may be executed in one or more
counterparts, each of which shall be deemed as original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be deemed an original.

-6-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

LIQUIDITY FINANCIAL GROUP

By: Liquidity Financial Corporation, its
general partner

By: /s/ Brent Donaldson
----------------------------------------------
Name: Brent Donaldson
Title: President

APOLLO REAL ESTATE INVESTMENT FUND II, L.P.

By: Apollo Real Estate Advisors II, L.P., its
general partner

By: Apollo Real Estate Capital Advisors II,
Inc., its general partner

By: /s/ W. Edward Scheetz
--------------------------------------
Name: W. Edward Scheetz
Title: Vice President

<PAGE> 1
EXHIBIT 99.(c)(6)
<PAGE> 2

EXHIBIT 99.(c)(6)
FIRST AMENDMENT TO
OPTION AGREEMENT

FIRST AMENDMENT TO OPTION AGREEMENT, dated as of January 8,
1997 (the "Amendment"), by and between Liquidity Financial Group, L.P., a
California limited partnership (the "Optionee"), and Apollo Real Estate
Investment Fund II, L.P., a Delaware limited partnership (the "Fund").

WITNESSETH:

WHEREAS, the parties entered into an Option Agreement, dated
the 21st day of November, 1996 (the "Agreement"), and now desire to amend the
Agreement to clarify the commencement of the Option Period; and

WHEREAS, Krescent Partners L.L.C., a Delaware limited
liability company (the "Bidder"), has commenced or will commence a series of
tender offers (the "Tender Offers") to acquire units of Investor Limited
Partnership Interest (or assignee interests therein or depositary certificates
representing such units) (the "Units") of various real estate limited
partnerships sponsored and/or managed by The Krupp Corporation, a Massachusetts
corporation (the "Targets").

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1. Section 1 of the Agreement is hereby amended and
restated in its entirety as follows:

1. Grant of the Options. The Fund hereby grants to the
Optionee the right to purchase (the "Option") all or any part of the
Option Interests from the Fund exercisable from the latest date Bidder
accepts for payment Units tendered pursuant to a Tender Offer until
that date which is six months after the date the Option becomes
exercisable (the "Option Period"), at a purchase price (the "Purchase
Price") equal to five percent (5%) of the aggregate consideration paid
and expenses incurred by the Bidder for the Units in the Tender Offer
together with interest at a rate of 20% per annum based on a year of
366 days (calculated from and after the date of the closing of the
Tender Offer through and including the date of the closing of the
Option). If Optionee does not exercise the entire Option, the
Purchase Price shall be reduced pro rata in accordance with the
percentage of the entire Option exercised by the Optionee;

2. Except as expressly set forth above, the Agreement
shall remain in full force and effect without amendment or modification.

3. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
<PAGE> 3
IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.

LIQUIDITY FINANCIAL GROUP, L.P.

By: Liquidity Financial
Corporation, its general partner

By: /s/ Brent Donaldson
----------------------------------------------
Brent Donaldson
President

APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.

By: Apollo Real Estate Advisors II, L.P., its
general partner

By: Apollo Real Estate Capital Advisors II,
Inc., its general partner

By: /s/ W. Edward Scheetz
------------------------------------------------
W. Edward Scheetz
Vice President

<PAGE> 1
EXHIBIT 99.(c)(7)
<PAGE> 2
EXHIBIT 99.(c)(7)

KRESCENT PARTNERS L.L.C.
1301 AVENUE OF THE AMERICAS
38TH FLOOR
NEW YORK, NY 10019

November 19, 1996

The Krupp Corporation
470 Atlantic Avenue
Boston, MA 02210

Attention: Laurence Gerber

Re: Tender Offers to Krupp Investors

Gentlemen:

Krescent Partners L.L.C. ("Bidder") anticipates making tender offers on
Schedules 14D-1 to investors in various real estate limited partnerships
sponsored and/or managed by The Krupp Corporation ("you"). Bidder also
anticipates being advised by Liquidity Financial Advisors ("LFA") and,
therefore, will be subject to the terms of the Settlement Agreement and
Release, dated as of June 27, 1996 and amended as of October 8, 1996, between
you and an affiliate of LFA. Bidder hereby requests your agreement to admit
Bidder, or cause Bidder to be admitted, as a Limited Partner of the subject
Partnership or a recognized or registered owner of Units, as the case may be,
upon Bidder's acceptance of Units for payment pursuant to any of the
contemplated tender offers, and upon delivery of the opinion of Battle Fowler
LLP in substantially the form attached hereto. Any and all transfers require
delivery, in satisfactory form, of each partnership's standard transfer
paperwork and payment of each partnership's standard transfer fee, as well as
satisfaction of any other standard ministerial matters. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in
the applicable tender offer documents.

Please sign below to indicate your agreement and covenant to effect the
foregoing terms.

Very truly yours,

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners Inc., its
Managing Member

By: /s/ Richard Mack
------------------------------
Name: Richard Mack
Title: Vice President

Accepted and Agreed to this
19th day of November, 1996,
as modified

The Krupp Corporation

By: /s/ Laurence Gerber
------------------------
Name: Laurence Gerber
Title: President

<PAGE> 1
EXHIBIT 99.(c)(8)
<PAGE> 2
EXHIBIT 99.(c)(8)

ASSUMPTION AGREEMENT (this "Agreement"), dated as of January 8,
1997, between Liquidity Financial Group, L.P., a California limited partnership
("LFG"), and American Holdings I, L.P., a Delaware limited partnership ("AHI").

W I T N E S S E T H:

WHEREAS, LFG and The Krupp Corporation, a Massachusetts
corporation (the "Corporation"), entered into a Letter Agreement, dated as of
June 27, 1996 and amended as of October 8, 1996 and January 6, 1997 (the
"Letter Agreement"), pursuant to which LFG and its Affiliates (as defined
therein) agreed to certain restrictions in exchange for current lists (the
"Lists") of the names and addresses of the holders of the units of Investor
Limited Partnership Interest (or depositary certificates representing such
units) (the "Units") in various real estate limited partnerships sponsored
and/or managed by The Krupp Corporation, a Massachusetts corporation ("Krupp");

WHEREAS, Krescent Partners L.L.C. (i) retained Liquidity
Financial Advisors, Inc., an affiliate of LFG, as its financial advisor and
(ii) used the Lists of the real estate limited partnerships listed on Schedule
I attached hereto (the "Scheduled Partnerships") to commence tender offers for
Units (the "Krescent Tender Offers");

WHEREAS, AHI desires to participate in the Krescent Tender Offers
and, therefore, has agreed to become bound by the terms of the Letter Agreement
with respect to the Scheduled Partnerships; and

WHEREAS, Longacre Corporation ("Longacre"), an affiliate of AHI,
and Krupp are parties to an agreement, dated November 26, 1996 (the "Longacre
Standstill Agreement"), pursuant to which Longacre has undertaken (on its own
behalf and on behalf of its affiliates, including AHI) certain obligations with
respect to the Scheduled Partnerships and certain other real estate limited
partnerships sponsored by Krupp and, concurrently with the execution and
delivery hereof, Longacre and Krupp have executed and delivered an amendment to
the Longacre Standstill Agreement (the "Amendment") to delete the Scheduled
Partnerships from the schedule of real estate limited partnerships covered by
the Longacre Standstill Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, AHI agrees as follows:

1. With respect to the Scheduled Partnerships, from and after
the date hereof AHI hereby agrees to become bound by the Letter Agreement to
the extent LFG is so bound as if AHI had executed the Letter Agreement on the
date hereof; provided, however, AHI shall only have liability with respect to
its actions or inactions under the Letter Agreement and shall not be liable for
any breach of any representation, warranty or covenant by LFG or any other
party to the Letter Agreement (whether directly or by assumption).
<PAGE> 3
2. AHI shall not be bound by the Letter Agreement to the
extent that any of the obligations and liabilities of LFG under the Letter
Agreement are expanded, broadened, increased or enlarged.

3. Nothing contained herein shall require AHI to pay, perform
or discharge any liabilities or obligations expressly assumed hereunder so long
as AHI shall in good faith contest or cause to be contested the amount or
validity thereof.

4. AHI represents that it has not made any statements
inconsistent with the terms of the Krescent Tender Offers and hereby agrees to
comply with the terms of that certain letter dated December 17, 1996 from
Steven L. Lichtenfeld to James Dubin, a copy of which is attached hereto.
<PAGE> 4
IN WITNESS WHEREOF, LFG and AHI have caused this Agreement to be
duly executed as of the date first written above.

AMERICAN HOLDINGS I, L.P.

By: American Holdings I-GP, Inc.,
its general partner

By: /s/ Henry J. Gerard
----------------------
Name: Henry J. Gerard
Title: Vice President

LIQUIDITY FINANCIAL GROUP, L.P.

By: Liquidity Financial
Corporation, its general
partner

By: /s/ Brent Donaldson
-----------------------
Name: Brent Donaldson
Title: President
<PAGE> 5
SCHEDULE I

Krupp Realty Fund, Ltd. - III

Krupp Realty Limited Partnership - V

Krupp Realty Limited Partnership - VII

Krupp Cash Plus Limited Partnership

<PAGE> 1
EXHIBIT 99.(c)(9)
<PAGE> 2
EXHIBIT 99.(c)(9)

KRESCENT PARTNERS L.L.C.
1301 AVENUE OF THE AMERICAS, 38TH FLOOR
NEW YORK, NEW YORK 10019

January 8, 1997

American Holdings I, L.P.
100 South Bedford Road
Mount Kisco, New York 10549

Re: KRUPP CASH PLUS LIMITED PARTNERSHIP

Ladies and Gentlemen:

The parties hereto confirm their agreement to the terms of
Exhibit A annexed hereto, which terms are incorporated herein by reference,
which agreement is intended to be legally binding and enforceable upon
execution and delivery hereof and which, unless modified or terminated by a
writing signed by all of the parties hereto, constitutes the definitive
agreement among the parties relating to the subject matter hereof and thereof.

Each of the parties represents and warrants to the other that (1)
it has the right, power and authority to enter into this letter agreement, (2)
upon the execution of this letter agreement by each of the parties hereto, this
letter agreement will constitute the legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms, and
(3) no consent or approval of any third party or governmental agency or
authority is required for such party to execute and deliver this letter
agreement or to perform its obligations hereunder.

Each of the parties hereto agrees that the terms of this letter
agreement are confidential and may not be disclosed by any party hereto, except
as may be required by law and except to principals and authorized
representatives of the parties hereto, without the written consent of all of
the parties. Except as may be required by law, any public announcement
regarding this letter agreement or the transactions contemplated herein may not
be made by any party without the prior consent of all other parties hereto.

This letter agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, without regard to the
conflicts of law provisions thereof.

<PAGE> 3
This letter agreement may be executed in separate counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. This letter agreement shall supersede
all prior agreements, written or oral, by or among any of the parties hereto
with respect to the subject matter hereof and may not be amended or otherwise
modified except in writing signed by all of the parties hereto. Any party may
execute this letter agreement by transmitting a copy of its signature by
facsimile to the other parties. In such event the signing party shall deliver
an original of the signature page to each of the other parties within one
business day of signing and failure to so deliver such originals shall result in
the facsimile copy of that party's signature being treated as an original.

Very truly yours,

KRESCENT PARTNERS L.L.C.

By: AP-GP Prom Partners Inc.,
Managing Member

By: /s/ Richard Mack
----------------------------
Richard Mack, Vice President

AP-GP PROM PARTNERS INC.

By: /s/ Richard Mack
-----------------------------
Richard Mack, Vice President

APOLLO REAL ESTATE INVESTMENT
FUND II, L.P.

By: Apollo Real Estate Advisors II,
L.P., General Partner

By: Apollo Real Estate Capital
Advisors II, Inc., General
Partner

By: /s/ W. Edward Scheetz
---------------------------------
W. Edward Scheetz, Vice President
<PAGE> 4
KRESCENT LFG L.L.C.
By: AP-GP Prom Partners Inc.,
Managing Member

By: /s/ Richard Mack
----------------------------
Richard Mack, Vice President

ACCEPTED AND AGREED TO AS
OF THE DATE FIRST ABOVE WRITTEN:

AMERICAN HOLDINGS I, L.P.

By: American Holdings I-GP, Inc.,
General Partner

By: /s/ Henry J. Gerard
--------------------------------------
Henry J. Gerard, Vice President

AMERICAN HOLDINGS I-GP, INC.

By: /s/ Henry J. Gerard
------------------------------------
Henry J. Gerard, Vice President

AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP

By: American Property Investors, Inc.,
General Partner

By: /s/ John P. Saldarelli
------------------------------------
John P. Saldarelli, Vice President
<PAGE> 5
EXHIBIT A

KRESCENT PARTNERS L.L.C./
AMERICAN HOLDINGS I, L.P.
PURCHASE OF UNITS OF INVESTOR LIMITED PARTNERSHIP INTEREST OF
KRUPP CASH PLUS LIMITED PARTNERSHIP

TENDER OFFER

Krescent Partners L.L.C. proposes to commence an offer (the "Offer") to
purchase up to 999,750 units of investor limited partnership interest (the
"Units") of Krupp Cash Plus Limited Partnership (the "Partnership") at a
purchase price of $6.00 per Unit, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the draft Offer to
Purchase, dated December 3, 1996 (the "Offer to Purchase"), and the related
draft Letter of Transmittal (the "Letter of Transmittal"). The purchase price
will be reduced by the aggregate amount of distributions per Unit, if any, made
or declared by the Partnership after the date on which the Offer commences and
prior to 12:00 midnight, New York City time, on the date on which the Offer
expires (the "Expiration Date"). In addition, if a distribution is made or
declared after the Expiration Date but prior to the date on which the Purchaser
pays the purchase price for the tendered Units, the Purchaser will offset the
amount of such distribution from the amount otherwise due a holder of Units
pursuant to the Offer. Krescent proposes to file a Tender Offer Statement on
Schedule 14D-1, substantially in the form of the draft dated December 3, 1996,
with such changes thereto as the parties may agree upon in accordance herewith
(the "Schedule 14D-1") with the Securities and Exchange Commission (the
"Commission") with respect to the Offer as soon as practicable following the
date hereof.

PURCHASE OF UNITS

Krescent will sell to American Holdings I, L.P. ("AHI"), an affiliate of
American Real Estate Holdings Limited Partnership, and AHI will purchase from
Krescent, upon the terms and subject to the conditions set forth herein, 41.8%
of the Units purchased pursuant to the Offer for a purchase price equal to the
price paid by Krescent to Unitholders in respect of such Units (after giving
effect to all deductions and offsets for distributions referred to above),
without interest. Notwithstanding the foregoing, if the direct and indirect
percentage interest of Apollo Real Estate Investment Fund II, L.P. and its
affiliates (collectively, the "Apollo Group") in Krescent immediately following
the expiration and/or exercise of all outstanding options or other rights to
acquire an interest in Krescent, whether directly or indirectly, exceeds
83.6%, then AHI will be entitled to purchase additional Units from Krescent, at
the same purchase price per Unit, so that, after giving effect to such
purchase, the total percentage of Units purchased by AHI from Krescent equals
50% of such percentage interest of the Apollo Group in Krescent (all such Units
purchased by AHI
<PAGE> 6
being hereinafter collectively referred to as the "AHI Units"). The closing of
the initial purchase and sale (the "Closing") will occur not more than 2
business days following the purchase of the AHI Units by Krescent pursuant to
the Offer, and before Krescent has submitted such Units for transfer to the
Partnership. At such Closing, (1) Krescent will deliver the AHI Units to AHI,
together with all necessary documentation to transfer to AHI all of Krescent's
right, title and interest in and to such Units, such transfer to be free and
clear of all claims, liens and encumbrances created by Krescent, (2) AHI will
pay the purchase price for such AHI Units by wire transfer into an account
designated by Krescent, (3) the parties will make appropriate payments so that
Total Expenses (as hereinafter defined) are shared in the manner described
below and (4) Krescent will assign to AHI its rights under all letters of
transmittal (including related proxies and powers-of-attorney) relating to the
AHI Units.

Anything herein to the contrary notwithstanding, the parties acknowledge and
agree that, in the event the transfer of AHI Units from Krescent to AHI, as
contemplated above, would be restricted or delayed by the Partnership as a
result of concerns that such transfer would cause the Partnership to be treated
as a "publicly traded partnership," Krescent will, if AHI so requests, assign
to AHI its right to purchase 41.8% of the Units tendered pursuant to the Offer
together with its rights under all letters of transmittal (including related
proxies and powers-of-attorney) relating to the AHI Units, and AHI will,
thereupon, purchase such Units directly from tendering Unitholders. In such
event, AHI will pay the purchase price for such Units by wire transfer to
Herman Group (as hereinafter defined), simultaneously with the payment by
Krescent of the purchase price for the Units it purchases.

ALLOCATION OF EXPENSES

AHI and Krescent shall share Total Expenses in the same ratio as the number of
AHI Units purchased by AHI from Krescent bears to the total number of Units
purchased pursuant to the Offer. At the Closing and, if necessary, from time
to time thereafter, one party shall pay the other such amounts as may be
necessary so that Total Expenses are shared in such ratio. "Total Expenses"
means all out-of-pocket costs and expenses incurred by Krescent, AHI or their
respective affiliates (including attorneys fees and expenses) with respect to:
(1) the Offer, including, without duplication, Commission filing fees, the fees
and expenses of The Herman Group, Inc., the information agent/depositary for
the Offer ("Herman Group"), printing and mailing expenses and Partnership
transfer fees, but excluding any fees payable to LFG (as hereinafter defined)
or its affiliates; and (2) the negotiation, execution and delivery of this
letter agreement. Total Expenses shall not include the costs of purchasing the
Units. Each party will provide, at the execution and delivery hereof, an
estimate of its costs and expenses incurred to date and shall provide, upon
request, invoices or other appropriate evidence of the incurrence of costs and
expenses constituting Total Expenses hereunder.

<PAGE> 7
STANDSTILL AGREEMENT

In order to obtain a list of Unitholders, Liquidity Financial Group, L.P.
("LFG"), an affiliate of Krescent's financial advisor, Liquidity Financial
Advisors, Inc., entered into a settlement agreement and release, dated June 27,
1996, as amended as of October 8, 1996 (the "Standstill Agreement"), with the
Partnership. Krescent assumed the obligations of LFG under the Standstill
Agreement pursuant to an assumption agreement, dated as of November 21, 1996
(the "Krescent Assumption Agreement"). The Standstill Agreement and the
Krescent Assumption Agreement have been filed as exhibits to the Schedule
14D-1. An affiliate of AHI entered into a Standstill Agreement with the
Partnership on November 26, 1996 (the "AHI Standstill Agreement"). The parties
will cooperate in taking all such action as may be necessary or desirable for
AHI to assume the obligations of LFG under the Standstill Agreement with
respect to the Partnership to the same extent that Krescent is bound thereby
and to amend the Standstill Agreement and the AHI Standstill Agreement to
permit the parties to engage in the transactions contemplated hereby.

The parties will also cooperate in seeking the agreement of the general partner
of the Partnership to admit AHI as a limited partner of the Partnership or
recognize AHI as a registered owner of Units to the same extent as it has
agreed to so admit or recognize Krescent pursuant to the letter Agreement filed
as Exhibit 99.(c)(5) to the Schedule 14D-1.

CONDUCT OF OFFER

From and after the date hereof, all decisions relating to the conduct of the
Offer and the acquisition and transfer of Units pursuant thereto, including
without limitation any change in the terms or waiver of any of the conditions
thereof, shall be made jointly by Krescent and AHI. Notwithstanding the
foregoing, in the event that either Krescent or AHI proposes to increase the
purchase price for Units and the other opposes such an increase, such purchase
price shall, subject to the provisions set forth below, nonetheless be
increased as proposed, and the parties shall take all necessary action to amend
the Offer accordingly. The party proposing to increase the purchase price
shall so notify the other party in writing. Not later than 5:00 p.m., New York
City time, on the second business day following receipt of such notice, the
party receiving the notice shall notify the proposing party whether it agrees
to or opposes such increase. If AHI so notifies Krescent of its opposition to
an increase in the purchase price proposed by Krescent, AHI shall have no
further obligation to purchase the AHI Units hereunder, and Krescent shall
thereafter control all decisions regarding the conduct of the Offer and the
acquisition and transfer of Units pursuant thereto. If Krescent so notifies
AHI of its opposition to an increase in the purchase price proposed by AHI,
Krescent shall assign to AHI, and AHI shall assume, Krescent's right and
obligation, subject to the terms and conditions of the Offer, to purchase Units
tendered pursuant to the Offer (together with its rights under letters of
transmittal, including proxies and powers-of-attorney, relating to the
purchased Units). From and after the effectiveness of any such assignment and
assumption, AHI shall control all decisions regarding the conduct of the Offer
and the acquisition and transfer of Units pursuant thereto. In either

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such event, the parties shall execute and deliver such instruments and
documents and cooperate in taking any other action as may be necessary or
desirable to amend or supplement the Schedule 14D-1 and the Offer to Purchase
in accordance with the applicable requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder. If a party opposes a proposed purchase price increase,
AHI shall be responsible for 41.8%, and Krescent shall be responsible for
58.2%, of Total Expenses incurred through the date on which the opposing party
notifies the proposing party of its opposition, and the proposing party shall
be responsible for 100% of Total Expenses incurred subsequent to such date.

Notwithstanding the foregoing, if the proposing party shall at any time lower
the purchase price for Units or shall breach its obligation to acquire Units
pursuant to the Offer (assuming all conditions thereto have been satisfied or
waived), the opposing party shall have the right (exercisable in its sole
discretion) to purchase Units upon the terms and conditions set forth herein,
and, if the opposing party exercises such right, the parties shall share Total
Expenses as provided under "Allocation of Expenses" above.

COOPERATION

AHI and Krescent shall cooperate and provide each other with such information
as may be necessary or desirable to include AHI as a co-bidder in the Offer and
to disclose the transactions contemplated hereby in accordance with the
applicable requirements of the Exchange Act and the rules and regulations of
the Commission thereunder. Neither party shall use the name of the other in
any public disclosure regarding the transactions contemplated hereby without
obtaining the prior written consent of such other party, which shall not be
unreasonably withheld or delayed.

AHI and Krescent shall also cooperate in connection with the transfer of Units
to AHI and Krescent, respectively, and, to the extent within Krescent's
reasonable control, in ensuring that AHI is accorded the benefits of ownership
of the AHI Units from and after the date of the Closing, notwithstanding any
delays in the recognition or effectiveness of the transfer of such Units to AHI
on the books of the Partnership. Krescent shall execute and deliver such
further instruments and documents as may be necessary or desirable in
connection with the foregoing.

Krescent shall instruct Herman Group to provide AHI, upon request, with
information regarding the Offer and tenders made pursuant thereto and to
provide AHI with reports regarding such status and tenders as such reports are
made to Krescent.

INDEMNIFICATION

Krescent and its members, jointly and severally, shall indemnify AHI and hold
it harmless against any loss, claim, damage or liability (or any action in
respect thereof) to which AHI may become subject, insofar as such loss, claim,
damage or liability arises out of or is

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based upon any violation of the Williams Act or any untrue statement of a
material fact included in the December 3, 1996 draft Schedule 14D-1 or the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading.

Krescent and its members, jointly and severally, on the one hand, and AHI and
its partners, jointly and severally, on the other, shall indemnify and hold
harmless the other against any loss, claim, damage or liability (or any action
in respect thereof) to which any of them may become subject, insofar as such
loss, claim, damage or liability arises out of or is based upon any violation
of the Williams Act or any untrue statement of a material fact included in the
Schedule 14D-1 as hereafter revised or amended or the omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that any such loss,
claim, damage or action is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information furnished by Krescent or its affiliates, on the one
hand, or AHI or its affiliates, on the other, for inclusion in such Schedule
14D-1.

BUY/SELL

Either AHI or Krescent may institute buy/sell procedures at any time commencing
on the first anniversary of the purchase of the AHI Units by Krescent, as long
as both parties (together with their respective affiliates and members of their
immediate families) continue to own at least 2% of the issued and outstanding
Units. These buy/sell provisions shall cover all Units owned by AHI and by its
affiliates and members of their immediate families and all Units owned by
Krescent and by its affiliates and members of their immediate families, in each
case, whether such Units were acquired prior to the Offer, pursuant to the
Offer or subsequent to the Offer. For purposes of these buy/sell provisions,
LFG shall not be deemed an affiliate of Krescent. Accordingly, these buy/sell
provisions shall not cover (1) that percentage of the Krescent Units equal to
the percentage interest in Krescent, if any, whether direct or indirect, of
LFG, its affiliates and members of their immediate families or (2) any Units
owned directly by any of them. These buy/sell provisions shall not apply to
the extent that any buy/sell transaction would impose any liability under
Section 16(b) of the Exchange Act.

Either party may initiate the buy/sell by delivering to the other a written
offer stating the purchase price on a per Unit basis and other material terms
and conditions on which the initiating party is willing to purchase all, but
not less than all, Units then owned by the non-initiating party.

The non-initiating party shall then be obligated to elect to sell Units to the
initiating party at the per Unit price and upon the other terms and conditions
set forth in the buy/sell offer, or to purchase all of the initiating party's
Units upon such terms and conditions. The

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non-initiating party shall have thirty days to decide whether to buy or sell.
Failure to notify the initiating party of such decision on a timely basis shall
be deemed a decision to sell.

The closing of any purchase and sale of Units pursuant to these buy-sell
provisions shall occur no later than 15 days following the delivery of the
notice of election set forth above or such earlier date as shall be specified
in writing by the purchasing party. At any such closing, the selling party
shall sell, transfer and assign to the purchasing party all right, title and
interest in and to the selling party's Units, free and clear of all liens,
claims and encumbrances; the purchasing party shall pay for such Units in cash
or immediately available Federal funds; and, at the request of the purchasing
party, the selling party shall execute all other documents and take such other
actions as may be reaso
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