MEDICAL INCOME PROPERTIES 2B LTD PARTNERSHIP, SC 14D1, 1997-07-25

MEDICAL INCOME PROPERTIES 2B LTD PARTNERSHIP
SC 14D1, 1997-07-25
OPERATORS OF NONRESIDENTIAL BUILDINGS

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

MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
(Name of Subject Company)

JDF AND ASSOCIATES, LLC
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
SPECIFIED INCOME FUND, L.P.
MACKENZIE PATTERSON SPECIAL FUND, L.P.
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP;
STEVEN GOLD; MORAGA GOLD, LLC; AND
CAL KAN, INC.

(Bidders)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)

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

Copy to:
C.E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070

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

* For purposes of calculating the filing fee only. This amount assumes the
purchase of 10,907 Beneficial Unit Certificates ("Units") of the subject
company at $28.00 in cash per Unit.

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

Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:

<PAGE>

CUSIP NO. None 14D-1 Page 2 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

JDF & ASSOCIATES, LLC

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--

6. Citizenship or Place of Organization

Texas

7. Aggregate Amount Beneficially Owned by Each Reporting Person 0

8. Check if the Aggregate in Row (7)Excludes Certain Shares (See Instructions)

9. Percent of Class Represented by Amount in Row (7) 0%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 3 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e)or2(f)

--
6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 205

8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)

--
9. Percent of Class Represented by Amount in Row (7) 1.88%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 4 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e)or2(f)

--
6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 205

8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)

--
9. Percent of Class Represented by Amount in Row (7) 1.88%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 5 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

SPECIFIED INCOME FUND, L.P.

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--

6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 205

8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)

9. Percent of Class Represented by Amount in Row (7) 1.88%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 6 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

MACKENZIE PATTERSON SPECIAL FUND, L.P.

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--

6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 205

8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)

9. Percent of Class Represented by Amount in Row (7) 1.88%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 7 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

MORAGA GOLD, LLC

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--

6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 205

8. Check if the Aggregate in Row (7) Excludes Certain Shares(See Instructions)

9. Percent of Class Represented by Amount in Row (7) 1.88%

10. Type of Reporting Person (See Instructions)

<PAGE>

CUSIP NO. None 14D-1 Page 8 of ___ Pages

1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person

STEVEN GOLD

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)

5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
--

6. Citizenship or Place of Organization

California

7. Aggregate Amount Beneficially Owned by Each Reporting Person 0

8. Check if the Aggregate in Row (7) Excludes Certain Shares (See Instructions)

9. Percent of Class Represented by Amount in Row (7) 0%

10. Type of Reporting Person (See Instructions)

<PAGE>

Item 1. Security and Subject Company.

(a) This Schedule relates to Limited Partnership Units (the "Units") of
MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP (the "Issuer"), the subject
company. The address of the Issuer's principal executive offices is: 7000
Central Parkway, Suite 850, Atlanta, Georgia 30328.

(b) This Schedule relates to the offer by JDF and Associates, Inc.,
Previously Owned Partnerships Income Fund II, L.P., Specified Income Fund, L.P.,
MacKenzie Patterson Special Fund, L.P., MacKenzie Fund VI, a California Limited
Partnership, Steven Gold and Moraga Gold, LLC. (collectively the "Purchasers"),
to purchase up to 10,907 Units for cash at a price equal to $28.00 per Unit less
a $15 transfer fee per transaction (not per Unit) less the amount of any
distributions made or declared with respect to the Units between July 25, 1997
and September 1, 1997, or such later date to which the Purchasers may extend the
offer, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 25, 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. The Issuer had 10,907 Units outstanding as of December 31, 1996,
according to its annual report on Form 10-K for the year then ended.

(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.

Item 2. Identity and Background.

(a)-(d) The information set forth in "Introduction," "Certain Information
Concerning the Purchasers" and in Schedule I of the Offer to Purchase is
incorporated herein by reference.

(e)-(g) The information set forth in "Certain Information Concerning the
Purchasers" and Schedule I in the Offer to Purchase is incorporated herein by
reference. To the best of the knowledge of the Purchasers, no person named on
Schedule I to the Offer to Purchaser nor any affiliate of the Purchasers (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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.

Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.

(a)-(b) See the Offer to Purchase for information concerning recent
purchases of Units by affiliates of certain of the Purchasers and certain
discussions between principals of the Purchasers and the Issuer's general
partner. Other than the foregoing, since January 1, 1993, there have been no
transactions between any of the persons identified in Item 2 and the Issuer or,
to the knowledge of the Purchasers, any of the Issuer's affiliates or general
partners, or any directors or executive officers of any such affiliates or
general partners.

Item 4. Source and Amount of Funds or Other Consideration.

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

(b)-(c) Not applicable.

<PAGE>

Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.

(a)-(e) and (g) The information set forth under the caption "Future Plans"
in the Offer to Purchase is incorporated herein by reference.

(f) Not applicable.

Item 6. Interest in Securities of the Subject Company.

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

Item 8. Persons Retained, Employed or To Be Compensated.

None.

Item 9. Financial Statements of Certain Bidders.

Not applicable.

Item 10. Additional Information.

(a) None.

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

(d) None.

(e) None.

(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.

Item 11. Material to be Filed as Exhibits.

(a)(1) Offer to Purchase dated July 25, 1997

(a)(2) Letter of Transmittal.

<PAGE>

(a)(3) Form of Letter to Unitholders dated July 25, 1997

(b)-(f) Not applicable.

<PAGE>

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: July 25, 1997

JDF & ASSOCIATES, LLC

By: /s/ J. David Frantz
J. David Frantz, General Manager

PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;

By MacKenzie Patterson, Inc., General Partner

By: /s/ Victoriaan Tacheira
Victoriaann Tacheira, Senior Vice President

SPECIFIED INCOME FUND, L.P.

By MacKenzie Patterson, Inc., General Partner

By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President

MACKENZIE PATTERSON SPECIAL FUND, L.P.

By MacKenzie Patterson, Inc., General Partner

By: /s/ Victoriaann Tacheira
Victoriaann Tacheira, Senior Vice President

MACKENZIE FUND VI, a California Limited Partnership

By MacKenzie L.P., a California Limited Partnership, General Partner

By MacKenzie Securities Partners, Inc., General Partner

By: /s/Victoriaann Tacheira
Victoriaann Tacheira, Vice President

<PAGE>

/s/ Steven Gold
STEVEN GOLD

MORAGA GOLD, LLC

By Moraga Partners, Inc., Managing Member

By: /s/ C. E. Patterson
C.E. Patterson, President

<PAGE>

EXHIBIT INDEX

Exhibit Description Page

(a)(1) Offer to Purchase dated July 25, 1997

(a)(2) Letter of Transmittal.

(a)(3) Form of Letter to Unitholders dated July 25, 1997

<PAGE>

Exhibit (a)(1)
<PAGE>

OFFER TO PURCHASE FOR CASH

LIMITED PARTNERSHIP INTERESTS

MEDICAL INCOME PROPERTIES 2B LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

$28 Per Unit

JDF AND ASSOCIATES, LLC;
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.;
SPECIFIED INCOME FUND, L.P.;
MACKENZIE PATTERSON SPECIAL FUND, L.P.;
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP;
STEVEN GOLD; AND MORAGA GOLD, LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD
TIME, ON SEPTEMBER 1, 1997, UNLESS THE OFFER IS EXTENDED.

JDF and Associates, LLC, Previously Owned Partnerships Income Fund II,
L.P., Specified Income Fund, L.P., MacKenzie Patterson Special Fund, L.P.,
MacKenzie Fund VI, A California Limited Partnership, Steven Gold and Moraga
Gold, LLC (together the "Purchasers") hereby seek to acquire limited partnership
interests (the "Units") in Medical Income Properties 2B Limited Partnership, a
Louisiana limited partnership (the "Partnership"). The Purchasers are not
affiliated with the Partnership. The Purchasers hereby offer to purchase any and
all of the outstanding Units at a purchase price equal to $28 per Unit, less a
$15 transfer fee per transaction (not per Unit), and less the amount of any
distributions declared or made with respect to the Units between July 25, 1997
(the "Offer Date") and September 1, 1997, or such other date to which this Offer
may be extended (the "Expiration Date"), in cash, 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 or amended from time to time (which together constitute the
"Offer"). The Partnership has announced a transfer fee in the amount of $15 to
$25 per transfer. As noted above, the Purchasers will reduce the total purchase
price paid for the Units tendered by each seller by $15 (regardless of the
number of Units tendered) in payment of this transfer fee. The Purchasers will
otherwise pay or bear all other costs of transfer. A total of 10,907 of the
Units were outstanding as of March 12, 1997.

Holders of Units ("Unitholders") are urged to consider the following
factors:

- Unitholders who tender their Units will give up the
opportunity to participate in any future distributions by the
Partnership, and the purchase price per Unit payable to a
tendering Unitholder by the Purchasers is less than the total
cash which the General Partner has estimated will be
distributed to the Unitholder with respect to the Unit through
July 2000, the scheduled final distribution date.

- The Purchasers are making the Offer for investment purposes
and with the intention of

<PAGE>

making a profit from the ownership of the Units. In
establishing the purchase price of $28 per Unit, the
Purchasers was motivated to establish the lowest price which
might be acceptable to Unitholders consistent with the
Purchasers' objectives.

- As a result of consummation of the Offer, the Purchasers may
be in a position to influence any Partnership decisions on
which Unitholders may vote. The Purchasers will vote the Units
acquired in the Offer in their own interest, which may be
different from or in conflict with the interests of the
remaining Unitholders. See Section 7 below.

THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED, AND THERE WILL BE NO PRORATION OF TENDERED UNITS. ANY AND ALL UNITS
PROPERLY TENDERED WILL BE ACCEPTED BY THE PURCHASERS, SUBJECT TO THE EXPRESS
CONDITIONS OF THE OFFER. A UNITHOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH
UNITHOLDER.

The Purchasers expressly reserve the right, in their sole discretion,
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 theretofore accepted for payment or paid for, (iii) upon the occurrence of
any of the conditions specified in Section 13 of this Offer to Purchase, to
delay the acceptance for payment of, or payment for, any Units not theretofore
accepted for payment or paid for, and (iv) to amend the Offer in any respect.
Notice of any such extension, termination or amendment will promptly be
disseminated to Unitholders in a manner reasonably designed to inform
Unitholders of such change in compliance with Rule 14d-4(c) under the Securities
Exchange Act of 1934 (the "Exchange Act"). In the case of an extension of the
Offer, such extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., Eastern Standard Time, on the next
business day after the scheduled Expiration Date, in accordance with Rule
14e-1(d) under the Exchange Act.

July 25, 1997

<PAGE>

IMPORTANT

Any Unitholder desiring to tender any or all of such Unitholder's Units should
complete and sign the Letter of Transmittal (a copy of which is printed on blue
paper and enclosed with this Offer to Purchase) in accordance with the
instructions in the Letter of Transmittal and mail, deliver or telecopy the
Letter of Transmittal and any other required documents to MacKenzie Patterson,
Inc. (the "Depositary"), an affiliate of the Purchasers, at the address or
facsimile number set forth below.

MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 800-854-8357, Ext. 206
Facsimile Transmission: 510-631-9119

Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchasers at
1-800-854-8357, ext. 206.

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

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.
---------------------------

The Partnership is subject to the information and reporting
requirements of the Exchange Act and in accordance therewith is required to file
reports and other information with the Commission relating to its business,
financial condition and other matters. Such reports and other information may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
is available for inspection and copying at the regional offices of the
Commission located in Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Room of the Commission in Washington, D.C. at prescribed rates.

The Purchasers have filed with the Commission a Tender Offer Statement
on Schedule 14D-1 (including exhibits) pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, 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 from
the offices of the Commission in the manner specified above.

<PAGE>

TABLE OF CONTENTS

Page
INTRODUCTION............................................................... 5

TENDER OFFER............................................................... 8
Section 1. Terms of the Offer....................................... 8
Section 2. Acceptance for Payment and Payment for Units............. 8
Section 3. Procedures for Tendering Units........................... 9
Section 4. Withdrawal Rights........................................ 10
Section 5. Extension of Tender Period; Termination; Amendment....... 11
Section 6. Certain Federal Income Tax Consequences.................. 12
Section 7. Effects of the Offer..................................... 13
Section 8. Future Plans............................................. 14
Section 9. The Business of the Partnership.......................... 14
Section 10. Conflicts of Interest.................................... 15
Section 11. Certain Information Concerning the Purchasers............ 15
Section 12. Source of Funds.......................................... 16
Section 13. Conditions of the Offer.................................. 16
Section 14. Certain Legal Matters.................................... 17
Section 15. Fees and Expenses........................................ 18
Section 16. Miscellaneous............................................ 18

Schedule I - The Purchasers and Their Respective Principals
Exhibit A - Calculations Showing the Estimated Values of Holding or Selling
a Limited Partnership Unit

<PAGE>

To the Holders of Units of Limited Partnership Interest
of Medical Income Properties 2B Limited Partnership

INTRODUCTION

The Purchasers hereby offer to purchase any and all of the Limited
Partnership Interests ("Units") of the Partnership at a purchase price of $28
per Unit, less a $15 transfer fee per transaction (not per Unit), and less the
amount of any distributions declared or paid with respect to the Units between
the Offer Date and the Expiration Date ("Offer Price"), in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer.
The Partnership has announced a transfer fee in the amount of $15 to $25 per
transfer. As noted above, the Purchasers will reduce the total purchase price
paid for the Units tendered by each seller by $15 (regardless of the number of
Units tendered) in payment of this transfer fee. The Purchasers will otherwise
pay or bear all other costs of transfer and will pay all charges and expenses of
the Depositary, an affiliate of certain of the Purchasers, as depositary in
connection with the Offer.

For further information concerning the Purchasers, see Section 11 below
and Schedule I.

None of the Purchasers nor the Depositary is affiliated with any of the
general partners of the Partnership or any affiliate of such persons.

Unitholders are urged to consider the following factors:

- The Purchasers are making the Offer for investment purposes
and with the intention of making a profit from the ownership
of the Units. In establishing the purchase price of $28 per
Unit, the Purchasers was motivated to establish the lowest
price which might be acceptable to Unitholders consistent with
the Purchasers' objectives.

The Partnership has sold all of its properties and has already
distributed a significant portion of the sale proceeds. The Partnership's sole
remaining material assets are cash and receivables and the Partnership has
ceased any active business operations. The Managing General Partner of the
Partnership, Qualicorp Management, Inc. (the "General Partner"), has disclosed
that it expects to make a final liquidating distribution to Unitholders in the
approximate amount of $83 per Unit by July 2000. The amount of such distribution
will be subject to reduction in the event the Partnership incurs greater than
anticipated administrative and other expenses and to the extent any such
Partnership funds are required to satisfy claims of indemnity against the
Partnership prior to the expiration date for the Partnership's representations
and warranties to the buyer of its properties.

<PAGE>

The Purchasers believe, based on information disclosed by the
Partnership, that the average Unitholder may expect to realize a capital loss on
an investment in the Units upon final liquidation. Unitholders will recognize in
the 1997 tax year taxable income from the liquidation by the Partnership of its
real property interests, but, unless they sell their Units earlier, Unitholders
will not realize any offsetting capital loss from the liquidation of their Units
until the final liquidation of the Partnership in the year 2000.

The Purchasers engaged an independent accounting firm to perform a
hypothetical analysis of the after tax results of a sale of Units to the
Purchasers compared to a Unitholder retaining the Units through the anticipated
liquidation date, and a summary of the analysis and the material assumptions on
which it is based is set forth as Exhibit A to this Offer. Federal income tax
consequences from the holding or sale of Units may be complex and will depend on
the individual status of each Unitholder. Unitholders are urged to consult their
own professional tax and financial advisers to determine the potential effects
of selling or holding their Units. However, based on the Purchasers' analysis,
the Purchasers believe that for many Unitholders, the after tax results of a
sale to the Purchasers would be substantially similar to holding the Units until
final liquidation of the Partnership. A sale to the Purchasers would have the
added benefit of terminating the selling Unitholders' investment in the 1997 tax
year, eliminating any filing of partnership information returns on Form K-1 or
similar complex tax reporting for subsequent years, and eliminating the
Unitholders' risk that distributions may ultimately be lower than currently
projected by the General Partner.

Furthermore, in conversations with principals of the Purchasers, the
General Partner has stated that it will consider resubmitting its request for a
"no action" letter from the Securities and Exchange Commission permitting it to
cease public reporting under the Securities Exchange Act of 1934. The General
Partner stated that, if the Partnership is permitted to terminate public
reporting, it intends generally to prohibit transfers of Units following the end
of 1997 due to the unavailability of current information. Accordingly, future
opportunities to dispose of Units prior to liquidation may be even more limited.

The Offer is not conditioned upon any minimum number of Units being
tendered. See "Tender Offer - Section 13. Conditions of the Offer" for certain
conditions of the Offer. The Purchasers expressly reserve the right, in their
sole discretion and for any reason, to waive any or all of the conditions of the
Offer, although the Purchasers do not presently intend to waive any such
conditions.

Establishment of the Offer Price

The Purchasers have set the Offer Price at $28 per Unit, less a $15
transfer fee per transaction (not per Unit), and less the amount of any
distributions declared or made with respect to the Units between the Offer Date
and Expiration Date. In determining the Offer Price, the Purchasers assumed the
remaining amount projected to be distributed by the Partnership, discounted the
anticipated distribution for the period prior to anticipated receipt of the
distribution, and adjusted the estimated value of the Units based on the risk of
potential reduction in the amount of actual distributions, and for the limits on
any potential increase in the amount which may be distributed. Based on these
factors, the Purchasers derived their own estimate of the current value of the
potential distributions with respect to the Units and determined their Offer
Price.

The Offer Price represents the price at which the Purchasers are

<PAGE>

willing to purchase Units. No independent person has been retained to
evaluate or render any opinion with respect to the fairness of the Offer Price
and no representation is made by the Purchasers or any affiliate of the
Purchasers as to such fairness. 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.

During 1997, the Partnership liquidated its properties, ceased active
business operations and distributed the bulk of its liquidation proceeds.
Accordingly, the Purchasers believe that secondary market prices for the Units
and prices previously paid by affiliates of the Purchasers for Units before one
or more of these events occurred are not material to a determination of the
adequacy or merits of the terms of the Purchasers' offer.

General Background Information

Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Partnership or the General Partner,
has been derived from information provided in reports filed by the Partnership
with the Securities and Exchange Commission and from letters from the General
Partner to all Unitholders.

According to publicly available information, a total of 10,907 of the
Units were outstanding as of March 12, 1997. The Purchasers and their affiliates
currently beneficially own a total of 205 Units or approximately 1.88% of the
outstanding Units (see "Certain Information Concerning the Purchasers" below).

Tendering Unitholders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Units to the Purchasers
pursuant to the Offer. The Purchasers will pay all charges and expenses incurred
in connection with the Offer. The Purchasers desire to purchase all Units
tendered by each Unitholder.

Concurrently with this offer to purchase the Units, the Purchasers and
their affiliates are making similar offers to purchase the outstanding Units of
two other limited partnerships managed by affiliates of the General Partner.
These other limited partnerships are also affiliates of the Partnership, have
sold their respective real properties and are liquidating and dissolving under
substantially similar circumstances to those of the Partnership.

If, prior to the Expiration Date, the Purchasers increase the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration will be paid with respect to all Units that are purchased pursuant
to the Offer, whether or not such Units were tendered prior to such increase in
consideration.

Unitholders are urged to read this Offer to Purchase and the
accompanying Letter of Transmittal carefully before deciding whether to tender
their Units.

<PAGE>

TENDER OFFER

Section 1. Terms of the Offer. Upon the terms and subject to the
conditions of the Offer, the Purchasers will accept for payment and pay for
Units validly tendered on or prior to the Expiration Date and not withdrawn in
accordance with Section 4 of this Offer to Purchase. The term "Expiration Date"
shall mean 12:00 midnight, Pacific Standard Time, on September 1, 1997, unless
and until the Purchasers shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date on which the Offer, as so extended by the Purchasers, shall
expire.

The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Purchasers
reserve the right (but shall not be obligated), in their sole discretion and for
any reason, to waive any or all of such conditions. If, by the Expiration Date,
any or all of such conditions have not been satisfied or waived, the Purchasers
reserve the right (but shall not be obligated) to (i) decline to purchase any of
the Units tendered, terminate the Offer and return all tendered Units to
tendering Unitholders, (ii) waive all the 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) to amend the Offer.

The Purchasers do not anticipate and have no reason to believe that any
condition or event will occur that would prevent the Purchasers from purchasing
tendered Units as offered herein.

Section 2. Acceptance for Payment and Payment for Units. 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 extension or amendment), the
Purchasers will accept for payment, and will pay for, Units validly tendered and
not withdrawn in accordance with Section 4, as promptly as practicable following
the Expiration Date. In all cases, payment for Units purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by the Letter of Transmittal.

For purposes of the Offer, the Purchasers shall be deemed to have
accepted for payment (and thereby purchased) tendered Units when, as and if the
Purchasers give oral or written notice to the Depositary of the Purchasers'
acceptance for payment of such Units pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Units purchased pursuant to
the Offer will in all cases be made by deposit of the Offer Price with the
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. Under no circumstances will interest be paid on the Offer
Price by reason of any delay in making such payment.

If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units not purchased will be of no force or
effect. 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 13 (but
subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary
may, nevertheless, on behalf of the Purchasers, retain tendered Units,

<PAGE>

subject to any limitations of applicable law, and such Units may not be
withdrawn except to the extent that the tendering Unitholders are entitled to
withdrawal rights as described in Section 4.

If, prior to the Expiration Date, the Purchasers shall increase the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to the
Offer, whether or not such Units were tendered prior to such increase.

Section 3. Procedures for Tendering Units.

Valid Tender. For Units to be validly tendered pursuant to the Offer, a
properly completed and duly executed Letter of Transmittal (a copy of which is
enclosed and printed on blue paper) with any other documents required by the
Letter of Transmittal must be received by the Depositary at its address set
forth on the back cover of this Offer to Purchase on or prior to the Expiration
Date. A Unitholder may tender any or all Units owned by such Unitholder.

In order for a tendering Unitholder to participate in the Offer, Units
must be validly tendered and not withdrawn prior to the Expiration Date, which
is 12:00 midnight, Pacific Standard Time, on September 1, 1997, or such date to
which the Offer may be 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 Depositary.

Backup Federal Income Tax Withholding. To prevent the possible
application of 31% backup federal income tax withholding with respect to payment
of the Offer Price for Units purchased pursuant to the Offer, a tendering
Unitholder must provide the Depositary with such Unitholder's correct taxpayer
identification number and make certain certifications that such Unitholder is
not subject to backup federal income tax withholding. Each tendering Unitholder
must insert in the Letter of Transmittal the Unitholder's taxpayer
identification number or social security number in the space provided on the
front of the Letter of Transmittal. The Letter of Transmittal also includes a
substitute Form W-9, which contains the certifications referred to above. (See
the Instructions 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 Offer Price plus the amount of Partnership
liabilities allocable to each Unit tendered, 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 the Instructions to the Letter of Transmittal and
"Section 6. Certain Federal Income Tax Consequences.")

Other Requirements. By executing a Letter of Transmittal as set forth
above, a tendering Unitholder irrevocably appoints the designees of the
Purchasers as such Unitholder's proxies, 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. 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 will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
designees of the Purchasers will, with respect to such Units, be empowered to
exercise all voting and other rights of such Unitholder as they in their

<PAGE>

sole discretion may deem proper at any meeting of Unitholders, by written
consent or otherwise. In addition, by executing a Letter of Transmittal, a
Unitholder also assigns to the Purchasers all of the Unitholder's rights to
receive distributions from the Partnership with respect to Units which are
accepted for payment and purchased pursuant to the Offer, other than those
distributions declared or paid during the period commencing on the Offer Date
and terminating on the Expiration Date.

Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Units pursuant to the procedures described above will be determined by the
Purchasers, in their sole discretion, which determination shall be final and
binding. The Purchasers reserve the absolute right to reject any or all tenders
if not in proper form or if the acceptance of, or payment for, the absolute
right to reject any or all tenders if not in proper form or if the acceptance
of, or payment for, the Units tendered may, in the opinion of the Purchasers'
counsel, be unlawful. The Purchasers also reserve the right to waive any defect
or irregularity in any tender with respect to any particular Units of any
particular Unitholder, and 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. Neither the Purchasers, the
Depositary, nor any other person will be under any duty to give notification of
any defects or irregularities in the tender of any Units or will incur any
liability for failure to give any such notification.

A tender of Units pursuant to any of 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, including
the tendering Unitholder's representation and warranty that (i) such Unitholder
owns the Units being tendered within the meaning of Rule 14e-4 under the
Exchange Act and (ii) the tender of such Unit complies with Rule 14e-4. Rule
14e-4 requires, in general, that a tendering security holder actually be able to
deliver the security subject to the tender offer, and is of concern particularly
to any Unitholders who have granted options to sell or purchase the Units, hold
option rights to acquire such securities, maintain "short" positions in the
Units (i.e., have borrowed the Units) or have loaned the Units to a short
seller. Because of the nature of limited partnership interests, the Purchasers
believe it is unlikely that any option trading or short selling activity exists
with respect to the Units. In any event, a Unitholder will be deemed to tender
Units in compliance with Rule 14e-4 and the Offer if the holder is the record
owner of the Units and the holder (i) delivers the Units pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii) guarantees such
delivery, (iv) causes a guaranty of such delivery, or (v) uses any other method
permitted in the Offer (such as facsimile delivery of the Transmittal Letter).

Section 4. Withdrawal Rights. Except as otherwise provided in this
Section 4, all tenders of Units pursuant to the Offer are irrevocable, provided
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 September 23,
1997 (or such later date as may apply in the event the Offer is extended).

For withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address or
the facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the Units
to be withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.

<PAGE>

If purchase of, or payment for, Units is delayed for any reason or if
the Purchasers are unable to purchase or pay for Units for any reason, then,
without prejudice to the Purchasers' rights under the Offer, tendered Units may
be retained by the Depositary on behalf of the Purchasers and may not be
withdrawn except to the extent that tendering Unitholders are entitled to
withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under
the Exchange Act, which provides that no person who makes a tender offer shall
fail to pay the consideration offered or return the securities deposited by or
on behalf of security holders promptly after the termination or withdrawal of
the tender 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, which determination shall be final and binding. Neither the
Purchasers, the Depositary, nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
will incur any liability for failure to give any such notification.

Any Units properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.

Section 5. Extension of Tender Period; Termination; Amendment. The
Purchasers expressly reserve the right, in their sole discretion, 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 by giving oral or written notice of such extension to the Depositary, (ii)
to terminate the Offer and not accept for payment any Units not theretofore
accepted for payment or paid for, by giving oral or written notice of such
termination to the Depositary, (iii) upon the occurrence or failure to occur of
any of the conditions specified in Section 13, to delay the acceptance for
payment of, or payment for, any Units not heretofore accepted for payment or
paid for, by giving oral or written notice of such termination or delay to the
Depositary, and (iv) to amend the Offer in any respect (including, without
limitation, by increasing or decreasing the consideration offered or the number
of Units being sought in the Offer or both or changing the type of
consideration) by giving oral or written notice of such amendment to the
Depositary. Any extension, termination or amendment will be followed as promptly
as practicable by public announcement, the announcement in the case of an
extension to be issued no later than 9:00 a.m., Eastern Standard Time, on the
next business day after the previously scheduled Expiration Date, in accordance
with the public announcement requirement of Rule 14d-4(c) under the Exchange
Act. Without limiting the manner in which the Purchasers may choose to make any
public announcement, except as provided by applicable law (including Rule
14d-4(c) under the Exchange Act), the Purchasers will have no obligation to
publish, advertise or otherwise communicate any such public announcement, other
than by issuing a release to the Dow Jones News Service. The Purchasers may also
be required by applicable law to disseminate to Unitholders certain information
concerning the extensions of the Offer and any material changes in the terms of
the Offer.

If the Purchasers extend the Offer, or if the Purchasers (whether
before or after its acceptance for payment of Units) are delayed in their
payment for Units or are unable to pay for Units pursuant to the Offer for any
reason, then, without prejudice to the Purchasers' rights under the Offer, the
Depositary may retain tendered Units on behalf of the Purchasers, and such Units
may not be withdrawn except to the extent tendering Unitholders are entitled to
withdrawal rights as described in Section 4. However, the ability of the
Purchasers to delay payment for Units that the Purchasers have accepted for
payment is limited by Rule 14e-1 under the Exchange Act, which requires that the
Purchasers pay the consideration offered or return the securities deposited by
or on behalf of holders of securities promptly

<PAGE>

after the termination or withdrawal of the Offer.

If the Purchasers make a material change in the terms of the Offer or
the information concerning the Offer or waive a material condition of the Offer,
the Purchasers will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer or
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer to Purchase, "business day" means any day other than a Saturday, Sunday or
a federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, Pacific Standard Time.

Section 6. Certain Federal Income Tax Consequences. THE FEDERAL INCOME
TAX DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY
AND DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO
A PARTICULAR UNITHOLDER. For example, this discussion does not address the
effect of any applicable foreign, state, local or other tax laws other than
federal income tax laws. Certain Unitholders (including trusts, foreign persons,
tax-exempt organizations or corporations subject to special rules, such as life
insurance companies or S corporations) may be subject to special rules not
discussed below. This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"), existing regulations, court decisions and Internal
Revenue Service ("IRS") rulings and other pronouncements. Set forth as Exhibit A
to this offer is an analysis comparing hypothetical after tax results for an
investor selling Units to the Purchasers and an investor holding the Units
through liquidation of the Partnership. The analysis was prepared for the
Purchaser by an independent public accounting firm. EACH UNITHOLDER TENDERING
UNITS SHOULD CONSULT SUCH UNITHOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO SUCH UNITHOLDER OF ACCEPTING THE OFFER, INCLUDING THE
APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL, FOREIGN, STATE, LOCAL
AND OTHER TAX LAWS.

The following discussion is based on the assumption that the
Partnership is treated as a partnership for federal income tax purposes and is
not a "publicly traded partnership" as that term is defined in the Code.

Gain or Loss. A taxable Unitholder will recognize a gain or loss on the
sale of such Unitholder's Units in an amount equal to the difference between (i)
the amount realized by such Unitholder on the sale and (ii) such Unitholder's
adjusted tax basis in the Units sold. Gain would be included in the Unitholder's
taxable income and generally would constitute capital gain. If there is a loss
on the sale, such loss generally would constitute capital loss and, as such,
could be currently deducted by a noncorporate Unitholder to the extent of such
Unitholder's capital gains from other investments plus $3,000. Any excess would
be carried forward.

The adjusted tax basis in the Units of a Unitholder will depend upon
individual circumstances. (See also "Partnership Allocations in Year of Sale"
below.) Each Unitholder who plans to tender hereunder should consult with the
Unitholder's own tax advisor as to the Unitholder's adjusted tax basis

<PAGE>

in the Unitholder's Units and the resulting tax consequences of a sale.

If any portion of the amount realized by a Unitholder is attributable
to such Unitholder's share of "unrealized receivables" or "substantially
appreciated inventory items" as defined in Code section 751, a corresponding
portion of such Unitholder's gain or loss will be treated as ordinary gain or
loss. It is possible that the basis allocation rules of Code Section 751 may
result in a Unitholder's recognizing ordinary income with respect to the portion
of the Unitholder's amount realized on the sale of a Unit that is attributable
to such items while recognizing a capital loss with respect to the remainder of
the Unit.

A tax-exempt Unitholder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Units pursuant
to the Offer, assuming that such Unitholder does not hold its Units as a
"dealer" and has not acquired such Units with debt financed proceeds.

Partnership Allocations in Year of Sale. A tendering Unitholder will be
allocated the Unitholder's pro rata share of the annual taxable income and
losses from the Partnership with respect to the Units sold for the period
through the date of sale, even though such Unitholder will assign to the
Purchasers their rights to receive certain cash distributions with respect to
such Units. Such allocations and any Partnership distributions for such period
would affect a Unitholder's adjusted tax basis in the tendered Units and,
therefore, the amount of gain or loss recognized by the Unitholder on the sale
of the Units.

Foreign Unitholders. 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 payment to
be made 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.

Section 7. Effects of the Offer.

Limitations on Resales. The Purchasers do not believe that the
provisions of the Partnership Agreement should restrict transfers of Units
pursuant to this Offer.

Effect on Trading Market. There is no established public trading market
for the Units and, based on the current status of the Partnership, the
Purchasers do not believe that any market is likely to arise. Therefore, a
reduction in the number of Unitholders should not materially further restrict
the Unitholders' ability to find purchasers for their Units on any secondary
market.

Voting Power of Purchasers. Depending on the number of Units acquired by
the Purchasers pursuant to the Offer, the Purchasers may have the ability to
exert control on matters subject to the vote

<PAGE>

of Unitholders. The Purchasers are purchasing Units solely for investment
purposes, and do not intend to take or solicit any action pursuant to the
exercise of voting rights of limited partners of the Partnership. The
Partnership has completed operations, holds only cash and receivables as assets,
and must hold certain of its cash reserves in accordance with the terms of
indemnity obligations under its agreements to sell its properties. Accordingly,
its activities are strictly circumscribed and the Purchasers therefore do not
believe that their potential purchase of a controlling interest in the
Partnership has any material bearing on the Offer or the Partnership's future
prospects.

The Units are registered under the Exchange Act, which requires, among
other things that the Partnership furnish certain information to its Unitholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of, and solicitation of consents from, Unitholders. The Purchasers
believe that, depending on the number of Units acquired by the Purchasers
pursuant to the Offer, the Offer could result in the Units becoming eligible for
deregistration under the Exchange Act.

Section 8. Future Plans. Following the completion of the Offer, the
Purchasers, or their affiliates, may acquire additional Units. Any such
acquisition may be made through private purchases, through one or more future
tender offers or by any other means deemed advisable. Any such acquisition may
be at a consideration higher or lower than the consideration to be paid for the
Units purchased pursuant to the Offer.

The Purchasers are acquiring the Units pursuant to the Offer solely for
investment purposes. The Purchasers have no present intention to seek control of
the Partnership or to change the management or operations of the Partnership.
The Purchasers nevertheless reserve the right to exercise their rights as
limited partners to vote on matters subject to a limited partner vote.

Section 9. The Business of the Partnership. Information included herein
concerning the Partnership is derived from the Partnership's publicly-filed
reports and correspondence disseminated to all Unitholders. Additional
information concerning the Partnership, its assets, operations and management is
contained in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
and other filings with the Securities and Exchange Commission. Such reports and
filings are available for inspection at the Commission's principal office in
Washington, D.C. and at its regional offices in New York, New York and Chicago,
Illinois. The Purchasers expressly disclaim any responsibility for the
information included in such reports and extracted in this discussion.

The Partnership was organized in 1987. The Partnership thereafter
purchased one nursing home and joint venture interests in three additional
nursing homes. In March 1997, the Partnership solicited limited partner consent
to sell substantially all of its operating assets to Omega Healthcare Investors,
Inc. and to liquidate and dissolve the Partnership. The limited partners
approved the sale, liquidation and dissolution, and the properties were sold.

The Partnership distributed cash in the approximate amount of $725 per
Unit after the close of the property sales earlier in 1997, and an additional
amount equal to $153 per Unit in July 1997. However, because of the time periods
needed to collect outstanding receivables and to satisfy indemnities given the
buyer by the Partnership in the agreement of sale, the remaining distributions
of cash to the limited partners are to be delayed. In conversations with
principals of the Purchasers, the General Partner has estimated that the
Partnership will make a final liquidating distribution in the amount of
approximately $83 per Unit in July 2000. The Purchasers would acquire from
selling Unitholders the

<PAGE>

right to receive the final liquidating distribution.

Section 10. Conflicts of Interest. The Depositary is affiliated with
certain Purchasers. Therefore, by virtue of this affiliation, the Depositary may
have inherent conflicts of interest in acting as Depositary for the Offer.

Section 11. Certain Information Concerning the Purchasers. The
Purchasers are JDF and Associates, LLC, Previously Owned Partnerships Income
Fund II, L.P., Specified Income Fund, L.P., MacKenzie Patterson Special Fund,
L.P., MacKenzie Fund VI, A California Limited Partnership, Steven Gold and
Moraga Gold, LLC. For information concerning the Purchasers and their respective
principals, please refer to Schedule I attached hereto. The business address of
JDF & Associates, LLC is 118 Glynn Way, Houston, Texas 77056. The business
address of Steven Gold is One Maritime Plaza, Suite 725, San Francisco,
California 94111. The principal business address of each of the other Purchasers
is 1640 School Street, Suite 100, Moraga, California 94556.

Affiliates of the Purchasers currently beneficially own a total of 205
Units, or approximately 1.88% of the outstanding Units.

During recent weeks, principals of the Purchasers have contacted the
General Partner to inquire as to the Partnership's current estimates as to the
timing and amounts of the remaining distributions, and to advise the General
Partner that the Purchasers intended to make the Offer described herein. The
information provided to the Purchasers concerning the Partnership's current
estimates for future distributions is set forth in this Offer to Purchase.

The Purchasers have executed binding commitments to contribute amounts
sufficient to fund the acquisition of all Units subject to the Offer, the
expenses to be incurred in connection with the Offer, and all organization and
operating costs of the Purchasers. The Purchasers are not public companies and
have not prepared audited financial statements. The Purchasers and their general
partners have an aggregate net worth in excess of $15 million, including net
liquid assets of more than $5 million.

Except as otherwise set forth herein, (i) neither the Purchasers nor,
to the best knowledge of the Purchasers, the persons listed on Schedule I nor
any affiliate of the Purchasers beneficially owns or has a right to acquire any
Units, (ii) neither the Purchasers nor, to the best knowledge of the Purchasers,
the persons listed on Schedule I nor any affiliate of the Purchasers, or any
director, executive officer or subsidiary of any of the foregoing has effected
any transaction in the Units within the past 60 days, (iii) neither the
Purchasers nor, to the best knowledge of the Purchasers, the persons listed on
Schedule I nor any affiliate of the Purchasers 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,
consents or authorizations, (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 the Purchasers or, to the best
knowledge of the Purchasers, the persons listed on Schedule I, or any affiliate
of the Purchasers 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 the Purchasers, or to the best knowledge of the Purchasers any affiliate
of the Purchasers on the one hand, the persons listed on Schedule I, 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

<PAGE>

sale or other transfer of a material amount of assets.

Section 12. Source of Funds. The Purchasers expect that approximately
$305,400 would be required to purchase all of the Units, if tendered, and an
additional $20,000 would be required to pay related fees and expenses. The
Purchasers anticipate funding all of the purchase price and related expenses
through existing capital reserves.

Section 13. Conditions of the Offer. Notwithstanding any other term of
the Offer, the Purchasers shall not be required to accept for payment or to pay
for any Units tendered if all authorizations, consents, orders or approvals of,
or declarations or filings with, or expirations of waiting periods imposed by,
any 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.

The Purchasers shall 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 Expiration Date, any of the following conditions exists:

(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall
have been issued and shall remain in effect which (i) makes illegal,
delays or otherwise directly or indirectly restrains or prohibits the
making of the Offer or the acceptance for payment of or payment for any
Units by the Purchasers, (ii) imposes or confirms limitations on the
ability of the Purchasers effectively to exercise full rights of
ownership of any Units, including, without limitation, the right to
vote any Units acquired by the Purchasers pursuant to the Offer or
otherwise on all matters properly presented to the Partnership's
Unitholders, (iii) requires divestiture by the Purchasers of any Units,
(iv) causes any material diminution of the benefits to be derived by
the Purchasers as a result of the transactions contemplated by the
Offer or (v) might materially adversely affect the business,
properties, assets, liabilities, financial condition, operations,
results of operations or prospectus of the Purchasers or the
Partnership;

(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to the Offer by any federal or state court, government or
governmental authority or agency, other than the application of the
waiting period provisions of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, which might, directly or
indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;

(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects of the Partnership, which, in the reasonable judgment of the
Purchasers, is or may be materially adverse to the Partnership, or the
Purchasers shall have become aware of any fact that, in the reasonable
judgment of the Purchasers, does or may have a material adverse effect
on the value of the Units;

(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of payments in

<PAGE>

respect of banks in the United States, (iii) any limitation by any
governmental authority on, or other event which might affect, the
extension of credit by lending institutions or result in any imposition
of currency controls in the United States, (iv) a commencement of a war
or armed hostilities or other national or international calamity
directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a
suspension of a limitation on the markets thereof, or (vi) in the case
of any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof; or

(e) it shall have been publicly disclosed or the Purchasers shall have
otherwise learned that (i) more than fifty percent of the outstanding
Units have been or are proposed to be acquired by another person
(including a "group" within the meaning of Section 13(d)(3) of the
Exchange Act), or (ii) any person or group that prior to such date had
filed a Statement with the Commission pursuant to Sections 13(d) or (g)
of the Exchange Act has increased or proposes to increase the number of
Units beneficially owned by such person or group as disclosed in such
Statement by two percent or more of the outstanding Units.

The foregoing conditions are for the sole benefit of the Purchasers
and may be asserted by the Purchasers regardless of the circumstances giving
rise to such conditions or may be waived by the Purchasers in whole or in part
at any time and from time to time in their sole discretion. Any termination by
the Purchasers concerning the events described above will be final and binding
upon all parties.

Section 14. Certain Legal Matters.

General. Except as set forth in this Section 14, the Purchasers are
not aware of any filings, approvals or other actions by any domestic or foreign
governmental or administrative agency that would be required prior to the
acquisition of Units by the Purchasers pursuant to the Offer. Should any such
approval or other action be required, it is the Purchasers' present intention
that such additional approval or action would be sought. While there is no
present intent to delay the purchase of Units tendered pursuant to the Offer
pending receipt of any such additional approval or the taking of any such
action, 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 business might not have to be disposed of or held
separate or other substantial conditions complied with in order to obtain such
approval or action, any of which could cause the Purchasers to elect to
terminate the Offer without purchasing Units thereunder. The Purchasers'
obligation to purchase and pay for Units is subject to certain conditions,
including conditions related to the legal matters discussed in this Section 14.

Antitrust. The Purchasers do not believe that the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, is applicable to the acquisition
of Units pursuant to the Offer.

Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, such regulations are not applicable to the Offer.

State 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 which are incorporated in such states or which have
substantial assets, security holders, principal executive offices

<PAGE>

or principal places of business therein. These laws are directed at the
acquisition of corporations and not partnerships. The Purchasers, therefore, do
not believe that any anti-takeover laws apply to the transactions contemplated
by the Offer.

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 of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith 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 obligated to accept for purchase or pay for any Units tendered.

Section 15. Fees and Expenses. The Purchasers have retained
MacKenzie Patterson, Inc., an affiliate of certain Purchasers, to act as
Depositary in connection with the Offer. The Purchasers will pay the Depositary
reasonable and customary compensation for its services in connection with the
Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the
Depositary against certain liabilities and expenses in connection therewith,
including liabilities under the federal securities laws. The Purchasers will
also pay all costs and expenses of printing, publication and mailing of the
Offer. The Partnership has announced a transfer fee in the amount of $15 to $25
per transfer. As noted above, the Purchasers will reduce the total purchase
price paid for the Units tendered by each seller by $15 (regardless of the
number of Units tendered) in payment of this transfer fee. The Purchasers will
otherwise pay or bear all other costs of transfer.

Section 16. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) UNITHOLDERS IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THE PURCHASERS ARE NOT AWARE OF
ANY JURISDICTION WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR
THE ACCEPTANCE THEREOF WOULD BE ILLEGAL.

No person has been authorized to give any information or to 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.

July 25, 1997 JDF AND ASSOCIATES, LLC
PREVIOUSLY OWNED PARTNERSHIPS INCOME FUND II, L.P.
SPECIFIED INCOME FUND, L.P.
MACKENZIE PATTERSON SPECIAL FUND, L.P.
MACKENZIE FUND VI, A CALIFORNIA LIMITED PARTNERSHIP
STEVEN GOLD
MORAGA GOLD, LLC

<PAGE>

SCHEDULE I

THE PURCHASERS AND THEIR RESPECTIVE PRINCIPALS

The Purchasers are JDF and Associates, LLC, Previously Owned
Partnerships Income Fund II, L.P., Specified Income Fund, L.P., MacKenzie
Patterson Special Fund, L.P., MacKenzie Fund VI, A California Limited
Partnership, Steven Gold and Moraga Gold, LLC. The General Partner of MacKenzie
Fund VI, A California Limited Partnership is MacKenzie L.P., A California
Limited Partnership the general partner of which is MacKenzie Securities
Partners, Inc. The members of Moraga Gold, LLC are Moraga Partners, Inc. and The
David B. Gold Trust. The general manager of JDF & Associates, LLC is J. David
Frantz. The general partner of each of the other Purchasers is MacKenzie
Patterson, Inc. The names of the directors and executive officers of Moraga
Partners, Inc. and MacKenzie Patterson, Inc. and the present principal
occupations and five year employment histories of each such person are set forth
below. Each individual is a citizen of the United States of America. The
principal place of business of all of the above, is 1640 School Street, Suite
100, Moraga, California 94556.

MacKenzie Patterson, Inc. and MacKenzie Securities Partners, Inc.

Mackenzie Patterson, Inc. and MacKenzie Securities Partners, Inc. are each
California corporations owned by C.E. Patterson and Berniece Patterson, who are
husband and wife. Their executive officers and directors are as follows.

C.E. Patterson is President of each of MacKenzie Patterson, Inc., MacKenzie
Securities Partners, Inc. and Moraga Partners, Inc. He is the co-founder and
President of Patterson Financial Services, Inc. In 1981, Mr. Patterson founded
PFS with Berniece A. Patterson, as a financial planning firm. Patterson Real
Estate Services, a licensed California Real Estate Broker, was founded in 1982.
As President of PFS, Mr. Patterson is responsible for all investment counseling
activities. He supervises the analysis of investment opportunities for the
clients of the firm. He is a trustee of Consolidated Capital Properties Trust, a
liquidating trust formed out of the bankruptcy court proceedings involving
Consolidated Capital Properties, Ltd. Mr. Patterson is also an officer and
controlling shareholder of Cal- Kan, Inc., a trustee of Consolidated Capital
Properties Trust, a liquidating trust formed out of the bankruptcy court
proceedings involving Consolidated Capital Properties, Ltd. and trustee of the
Pat Patterson Western Securities, Inc. Profit Sharing Plan. Mr. Patterson,
through his affiliates, manages a number of investment and real estate
partnerships.

Berniece A. Patterson is a director of MacKenzie Patterson, Inc. and
MacKenzie Securities Partners, Inc. In 1981, Ms. Patterson and C.E. Patterson
established Patterson Financial Services, Inc. She serves as Chair of the Board
and Vice President of PFS. Her responsibilities with PFS include oversight of
administrative matters and monitoring of past projects underwritten by PFS. Ms.
Patterson is Chief Executive Officer of an affiliate, Pioneer Health Care
Services, Inc., and is responsible for the day-to-day operations of three
nursing homes and over 250 employees.

Victoriaann Tacheira is senior vice president of MacKenzie Patterson, Inc.,
which she joined in 1988. Ms. Tacheira has eleven years of experience with the
NASD broker/dealer business and is experienced in all phases of broker/dealer
operations. She is licensed with the NASD as a General Securities Principal. She
is president and owner of North Coast Securities Corporation. Ms. Tacheira has
been certified by the College of Financial Planning in Denver, Colorado, as a
Financial ParaPlanner.

<PAGE>

Moraga Gold, LLC

The members of Moraga Gold, LLC are Moraga Partners, Inc. and the David B.
Gold Trust. Information concerning Moraga Partners, Inc. is set forth below.

The David B. Gold Trust is a private trust of which Barbara Lurie is the
trustee and Steven Gold is responsible for certain investments. The sole
beneficiary of the trust is a nonprofit charitable foundation. The business
address of the trust is One Maritime Plaza, Suite 725, San Francisco, California
94111. Barbara Lurie has been employed for the last five years as a physician by
the University of California, San Francisco and the University of Minnesota.
Steven Gold, a California attorney, has been self-employed during the last five
years analyzing investments for his own account and for that of the trust. In
addition, he has participated in starting a number of business ventures,
including T/O Devices, an import/export company.

Moraga Partners, Inc.

Moraga Partners, Inc. is a California corporation owned by C.E. Patterson.
Mr. Patterson is also an executive officer and director of Moraga Partners, Inc.
Information regarding Mr. Patterson is set forth above.

JDF & Associates LLC

JDF & Associates is a Texas limited liability company engaged in real
estate investment activities. J. David Frantz is the general manager of JDF &
Associates LLC. Mr. Frantz has been an active investor in commercial real
estate, oil and gas investments and equity securities for the past 35 years. He
is currently chairman of Mexicali Borders Cafes, Inc., president of Frantz, Inc.
and eastern regional sales manager for a computer services firm. Mr. Frantz is a
graduate of the Wharton School of Finance. Patterson Financial Services, Inc.,
an affiliate of MacKenzie Patterson, Inc., has been engaged by Mr. Frantz to
provide certain real estate securities investment advice.

<PAGE>

EXHIBIT A

CALCULATIONS SHOWING THE ESTIMATED VALUES OF
HOLDING OR SELLING A LIMITED PARTNERSHIP UNIT

<PAGE>

AGREED UPON PROCEDURES LETTER

July 15, 1997

Mr. C.E. Patterson, President
MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556

Dear Mr. C.E. Patterson:

You have asked us to analyze certain calculations relating to the proposed
offer by affiliates of MacKenzie Patterson, Inc. to acquire limited partnership
units of the Medical Income Properties 2B Limited Partnership. In this regard,
we performed the following procedures:

Read solicitation material, letters, schedules and other financial
information prepared by your company or other third-party entities.

Obtained and read relevant documentation regarding existing capital account
balances of the subject limited partnership. Prepared schedule(s) showing the
estimated tax ramifications for the sellers of the limited partnership units.

ASSUMPTIONS

We prepared a schedule titled "Calculations Showing the Estimated Values of
Holding or Selling a Limited Partnership Unit" which accompany this letter. A
number of assumptions and factors were made, including, but not limited to, the
following:

Form of Ownership

The calculations and presentation of benefits as presented in the attached
schedule are applicable to those investors who hold title to units as taxable
assets. These calculations do not apply for an investor holding units within an
Individual Retirement Account or any other form of qualified plan. INVESTORS
HOLDING UNITS IN A TAX-FREE OR TAX-DEFERRED ACCOUNT MUST CONSULT WITH THEIR
PERSONAL TAX ADVISOR TO DETERMINE THE PROPER TAX TREATMENT OF SELLING OR HOLDING
THEIR UNITS.

Column Headings

This schedule has been prepared to reflect the diversity of tax rates which
may be applicable to individual investors. The schedule attempts to provide
investors with a range of federal and state tax rates. The state tax rate may
range from 0% (in states with no tax rate) to 10% or higher. This schedule
reflects an average state rate of 5%. Three federal tax rates are provided,
resulting in combined federal and state of 20% for column 1, 33% for column 2
and 39% for column 3. Investors should consult their own tax advisors to
determine their actual federal and state tax rates. The utilization of different
combined tax rates will yield different results.
<PAGE>

Estimated average existing capital account balance

This figure was supplied by Mr. John Stoddard (President of the
Partnership's General Partner) and represents the estimated tax basis of one
unit. This figure is based on the tax basis of the capital account within the
limited partnership. There may be external factors, such as a and/or acquisition
of units other than those of the initial issuance, which may result in a
materially different value. Each investor should review their financial
information and K-1's with their tax advisors to determine their personal
current existing capital account balance.

Taxable loss on sale of unit

The taxable loss on sale of unit is calculated by subtracting the average
capital account balance from the offer price. The taxable loss will vary
depending on the investor's ACTUAL account balance.

$15 per investor transfer fee

The schedule deducts an average charge of $2.50 per unit which represents
the $15 per investor transfer fee. This assumes that an average investor owns 6
units. If actual ownership is greater than 6 units, then the average charge per
unit will be less. If actual ownership is less than 6 units, then the average
charge per unit will be more.

Tax savings from reported loss at applicable tax rate

The tax savings was calculated by multiplying the taxable loss by the
combined federal and state tax rate as indicated in the column heading. Please
note the possible limitation of capital losses as discussed under
Disclaimers.

Estimated combined monetary benefits from sale

The estimated combined monetary benefits from sale was derived by adding
the tax savings from reported loss to the cash offer.

Payout in 38 months (by September 2000)

The payout value (before discounting) was provided by Mr. John Stoddard
(President of the Partnership's General Partner). This represents the estimated
cash proceeds per unit to be received by each investor 38 months after the close
of the sale of the real estate. The schedule then calculates the estimated
present value of the distribution by discounting the payment at 10%. If the
actual cash distribution is received earlier than 38 months, then the present
value will be higher. Additionally, each investor must determine the appropriate
discount rate to utilize in calculating the present value of the projected
distribution. Some investors may require a higher rate of return while other may
require a lower rate of return. Each investor should consult with their
independent tax or investment advisor.
<PAGE>

Estimated average existing capital account balance

See above.

Reduction of capital as a result of distributions

The reduction of capital is equal to the estimated payout in 38 months. The
schedule does not factor any increases in the capital account which may result
from partnership income.

Capital at partnership liquidation

This figure is calculated by the estimated payout in 38 months from the
estimated average existing capital account balance.

Tax savings from reported loss at applicable tax rate

The tax savings are calculated by multiplying the capital at partnership
liquidation by the applicable combined federal and state tax rate at the top of
each column.

Estimated present value of holdings at the end of 38 month period

This number represents the estimated present value of the limited partners'
interest and is calculated by adding the numbers together in the column
above.

Estimated discount rate and amount for "risk factor" 3.

The discount factor is presented here to help illustrate and measure the
risk of holding onto an investment for 38 months with no guarantee of receiving
a payment in the future. This analysis shows the percentage of "risk factor
discount" and the corresponding dollar amount to reconcile the present value of
holding the investment to the combined monetary benefits if the units are sold
to affiliates of MacKenzie Patterson. Each investor must evaluate the
appropriateness of utilizing a 30% "risk factor" rate under the 20% combined tax
rate column, or a 17% "risk factor" rate under the 33% combined tax rate column,
or a 11% "risk factor" rate under the 39% combined tax rate column. A higher
discount factor would result in a lower present value. A lower discount factor
would result in a higher present value. PLEASE NOTE THAT THE RISK FACTOR
DISCOUNT RATE IS SIMPLY A CALCULATED FIGURE PROVIDED TO GIVE THE INVESTOR AN
IDEA OF THE DIFFERENCE BETWEEN THE OFFER PRICE AND THE PRESENT VALUE OF THEIR
CURRENT HOLDINGS.

Estimated present value after further discount for "risk factor"

The estimated present value after further discount for "risk factor" is
calculated by deducting the risk factor amount (discussed above) from the
"estimated present value of holdings at end of 38 month period."

DISCLAIMERS

These schedules have been prepared based on federal tax laws in effect as
of June 30, 1997. As a result, the schedules do not address any potential
changes in federal or state tax laws. Investors should consult with their own
independent tax advisors to determine the impact of proposed federal, state
and/or local tax law changes, if any.

These schedules assume that the investors will be able to fully utilize the
capital losses (if any) associated with this transaction. Investors should
realize that current federal tax laws limit the amount of capital losses which
can be utilized in any one tax year. The treatment of capital losses varies from
state to state. Investors should consult with their own independent tax advisors
to determine if they are affected by Federal and/or state capital loss
limitation rules.

These schedules assume that investors can utilize the tax benefits.
Investors owning limited partnership units within an Individual Retirement
Account or other tax-free and tax-deferred qualified plan will be unable to
utilize these benefits.
<PAGE>

The accounting firm of Cates Moore & Regalia, CPA's does not advocate,
support, promote or guarantee any rates of return, tax benefits, tax savings,
capital gains or other financial results from the proposed acquisition of
limited partnership units.

The accounting firm of Cates Moore & Regalia, CPA's strongly recommends
that limited partners consult with their independent tax advisors to determine
the reasonableness of assumptions utilized, proposed tax benefits, and estimated
financial results.

Cates Moore & Regalia, CPA's
Walnut Creek, California

<PAGE>

Medical Income Properties 2B Limited Partnership

Notes regarding financial information contained in schedule

This value represents the present value of the payout estimated to be received
38 months in the future discounted at an annualized rate of 10%. A lower
discount rate would result in a higher present value. A higher discount rate
would result in a lower present value. The discount rate of 10% is utilized for
purposes of presentation only and should not be construed to represent any real
or potential rate of return. This value represents the present value of the
estimated tax savings to be realized 38 months in the future discounted at an
annualized rate of 10%. A lower discount rate would result in a higher present
value. A higher discount rate would result in a lower present value. The
discount rate of 10% is utilized for purposes of presentation only and should
not be construed to represent any real or potential rate of return. The discount
factor is presented here to help illustrate and measure the risk of holding onto
an investment for 38 months with no guarantee of receiving a payment in the
future. This analysis shows the percentage of "risk factor discount" and the
corresponding dollar amount to reconcile the present value of holding the
investment to the combined monetary benefits if the units are sold to affiliates
of MacKenzie Patterson. Each investor must evaluate the appropriateness of
utilizing a 30% "risk factor" rate under the 20% combined tax rate column, or a
17% "risk factor" rate under the 33% combined tax rate column, or a 11% "risk
factor" rate under the 39% combined tax rate column. A higher discount factor
would result in a lower present value. A lower discount factor would result in a
higher present value. PLEASE NOTE THAT THE RISK FACTOR DISCOUNT RATE IS SIMPLY A
CALCULATED FIGURE PROVIDED TO GIVE THE INVESTOR AN IDEA OF THE DIFFERENCE
BETWEEN THE OFFER PRICE AND THE PRESENT VALUE OF THEIR CURRENT HOLDINGS.
<PAGE>
<TABLE>

Calculations Showing the Estimated Values Of Holding or Selling a Limited Partnership Unit

................. ............... ..............
Note re: Tax Rates: At Combined At Combined At Combined
State tax rates vary. Some states have no personal income tax (such 15% Federal 28% Federal 34% Federal
as Florida, Texas and Nevada). This analysis uses an average state tax and 5% State and 5% State and 5% State
rate of 5%. Please consult with your personal tax advisor for assistance. Tax Rate Tax Rate Tax Rate
.............. ............. .............

<S> <C> <C> <C>
Offered price per unit (a) $ 28.00 $ 28.00 $ 28.00

................................................................................................................................

Estimated average existing capital account balance (b) 115.21 115.21 115.21
................................................................................................................................

Taxable loss on sale of unit (c)=(a-b) 87.21 87.21 87.21
................................................................................................................................

$15 per investor transfer fee (6 units per average) (d) -2.50 -2.50 -2.50

................................................................................................................................

Tax savings from reported loss at applicable tax rate (r)=(c)*tax rate 17.44 28.78 34.01

................................................................................................................................

Cash offer to seller from proposed sale (f) 28.00 28.00 28.00
................................................................................................................................

Estimated combined monetary benefits from sale (f)=(d)+(e)+(f)$ 42.94 $ 54.28 $ 59.51
................................................................................................................................

................................................................................................................................

BENEFITS IF MACKENZIE PATTERSON OFFER IS REJECTED:
................................................................................................................................
Present Value Present Value Present Value
Discounted Discounted Discounted
at 10% at 10% at 10%
............ .......... ..........

Payout in September 2000 [38 months] (1) 83.00 60.55 83.00 60.55 83.00 60.55
................................................................................................................................

Estimated average existing capital account balance 115.21 115.21 115.21
................................................................................................................................

Reduction of capital as a result of distributions 83.00 83.00 83.00
................................................................................................................................

Capital at partnership liquidation 32.21 32.21 32.21
................................................................................................................................

Tax savings from reported loss at applicable tax rate 6.44 4.70 10.63 7.75 12.56 9.16
(2)
................................................................................................................................

Estimated present value of holdings at end of 38 month period $ 65.25 68.30 $ 69.71
................................................................................................................................

Estimated discount for "risk factor" (3) 34% --> (22.31) 21 (14.02) 15% --> (10.20)
................................................................................................................................

Estimated present value after further discount for "risk factor" $ 42.94 $ 54.28 $ 59.51
................................................................................................................................

The accompanying "Agreed Upon Procedures Letter" is an integral part of this
document.
</TABLE>
<PAGE>

Medical Income Properties 2A Limited Partnership

Notes regarding financial information contained in schedule

(1)This value represents the present value of the payout estimated to be
received 38 months in the future discounted at an annualized rate of 10%. A
lower discount rate would result in a higher present value. A higher discount
rate would result in a lower present value. The discount rate of 10% is utilized
for purposes of presentation only and should not be construed to represent any
real or potential rate of return.

(2)This value represents the present value of the estimated tax savings to
be realized 38 months in the future discounted at an annualized rate of 10%. A
lower discount rate would result in a higher present value. A higher discount
rate would result in a lower present value. The discount rate of 10% is utilized
for purposes of presentation only and should not be construed to represent any
real or potential rate of return.

(3)The discount factor is presented here to help illustrate and measure the
risk of holding onto an investment for 38 months with no guarantee of receiving
a payment in the future. This analysis shows the percentage of "risk factor
discount" and the corresponding dollar amount to reconcile the present value of
holding the investment to the combined monetary benefits if the units are sold
to affiliates of MacKenzie Patterson. Each investor must evaluate the
appropriateness of utilizing a 29% "risk factor" rate under the 20% combined tax
rate column, or an 15% "risk factor" rate under the 33% combined tax rate
column, or a 9% "risk factor" rate under the 39% combined tax rate column. A
higher discount factor would result in a lower present value. A lower discount
factor would result in a higher present value. PLEASE NOTE THAT THE RISK FACTOR
DISCOUNT RATE IS SIMPLY A CALCULATED FIGURE PROVIDED TO GIVE THE INVESTOR AN
IDEA OF THE DIFFERENCE BETWEEN THE OFFER PRICE AND THE PRESENT VALUE OF THEIR
CURRENT HOLDINGS.

<PAGE>

Exhibit (a)(2)

<PAGE>
LETTER OF TRANSMITTAL

THE OFFER, WITHDRAWAL RIGHTS AND PRORATION
PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
PACIFIC STANDARD TIME, ON SEPTEMBER 1, 1997
(the "Expiration Date") UNLESS EXTENDED.

Deliver to: MacKenzie Patterson, Inc.
1640 School Street, Suite 100
Moraga, California 94556

Via Facsimile: (510) 631-9119

For assistance: (800) 854-8357 EXT 206

(PLEASE INDICATE CHANGES
OR CORRECTIONS TO THE
ADDRESS PRINTED TO THE
LEFT)

To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Depositary on or prior to the Expiration Date. Delivery of
this Letter of Transmittal or any other required documents to an address other
than as set forth above does not constitute valid delivery. The method of
delivery of all documents is at the election and risk of the tendering
Unitholder. Please use the pre-addressed, postage-paid envelope provided.

This Letter of Transmittal is to be completed by Unitholders of Medical
Income Properties 2B, (the "Partnership"), pursuant to the procedures set forth
in the Offer to Purchase (as defined below). Capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Offer to
Purchase.

PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS

Gentlemen:

The undersigned hereby tenders to JDF and Associates, LLC, Previously
Owned Partnerships Income Fund II, LP, Specified Income Fund, LP, MacKenzie
Patterson Special Fund, LP, MacKenzie Fund VI, LP, and Moraga Gold, LLC
(together the "Purchasers") all of the limited partnership units ("Units") in
the Partnership held by the undersigned as set forth above (or, if less than all
such Units, the number set forth below in the signature box) at $28 per Unit
(the "Offer Price"), less the amount of any distributions made or declared with
respect to the Units between the Offer Date and the Expiration Date, less a $15
transfer fee which will be paid to Qualicorp, the general partner of Medical
Income Propereties 2B, and upon the other terms and subject to the conditions
set forth in the Offer to Purchase, dated July 25, 1997 (the "Offer to
Purchase"), and this Letter of Transmittal (which together constitute the
"Offer"). Receipt of the Offer to Purchase is hereby acknowledged.

Subject to and effective upon acceptance for payment of any of the
Units tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, Purchasers all right, title and interest in and to such
Units which are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchasers as the true and lawful agent
and attorney-in-fact and proxy of the undersigned with respect to such Units,
with full power of substitution (such power of attorney and proxy being deemed
to be an irrevocable power and proxy coupled with an interest), to deliver such
Units and transfer ownership of such Units, on the books of the Partnership,
together with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchasers and, upon payment of the purchase price in
respect of such Units by the Purchasers, to exercise all voting rights and to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Units all in accordance with the terms of the Offer. Subject to and
effective upon the purchase of any Units tendered hereby, the undersigned hereby
requests that each of the Purchasers be admitted to the Partnership as a
"substitute Limited Partner" under the terms of the Partnership Agreement of the
Partnership. Upon the purchase of Units pursuant to the Offer, all prior proxies
and consents given by the undersigned with respect to such Units will be revoked
and no subsequent proxies or consents may be given (and if given will not be
deemed effective). In addition, by executing this Letter of Transmittal, the
undersigned assigns to the Purchasers all of the undersigned's rights to receive
distributions from the Partnership with respect to Units which are purchased
pursuant to the Offer, other than distributions declared or paid on or after the
Offer Date and through the Expiration Date.

The undersigned hereby represents and warrants that the undersigned
owns the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority to
validly tender, sell, assign and transfer the Units tendered hereby, and that
when any such Units are purchased 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, and such Units will not be
subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchasers to be necessary or
desirable to complete the assignment, transfer and purchase of Units tendered
hereby.

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 the right of the Purchasers to effect a change of distribution
address to MacKenzie Patterson, Inc. at 1640 School Street, Suite 100, Moraga,
California, 94556. The undersigned recognizes that under certain circumstances
set forth in 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. 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
the Offer to Purchase, this tender is irrevocable.

===============================================================================
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
===============================================================================

- ----------------------------------------------------------------------------
Please sign exactly as your name is
printed (or corrected) above, and
insert your Taxpayer Identification
Number or Social Security Number in
the space provided below your X_______________________________
signature. For joint owners, (Signature of Owner) Date
each joint owner must sign.
(See Instructions 1) The
signatory hereto hereby certifies X_______________________________
under penalties of perjury the (Signature of Owner) Date
statements in Box B, Box C and,
if applicable, Box D. If the
undersigned is tendering less Taxpayer I.D. or Social # ____
than all Units held, the number Telephone No. (day) __________
of Units tendered is set forth (eve.)__________
below. Otherwise, all Units held
by the undersigned are tendered hereby.

______________ Units

<PAGE>

==============================================================================
Medallion Signature Guarantee
(required for all Sellers)
(See Instructions 1)

Name and Address of Eligible Institution: ____________________________________
Authorized Signature _____________________________ Title _________________
Name ________________________________ Date _______________,199___
===============================================================================

===============================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
- -------------------------------------------------------------------------------
The person signing this Letter of Transmittal hereby certifies the
following to the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Unitholder, or if 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 IRS Center or Social Security Administration Office, or (b) the
Unitholder intends to mail or deliver an application in the near future (it
being 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 a sa 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) if you are unable to certify
that the Unitholder is not subject to backup withholding.

===============================================================================
===============================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
- -------------------------------------------------------------------------------
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(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 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 estate or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Unitholder's U.S.
social security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front 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 front 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.
===============================================================================

<PAGE>

===============================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
- -------------------------------------------------------------------------------
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
the U.S. federal income tax laws, because the Unitholder:

(i) Is a nonresident alien individual 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.
===============================================================================
<PAGE>

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units a Unitholder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Unitholder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Unitholder of the units a
Medallion signature guarantee on this Letter of Transmittal is required.
Similarly, if Units are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealer, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United states (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature guarantee set forth in BOX A of this Letter of
Transmittal. If any tendered Units are registered in the names of two or more
joint holders, all such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchasers of their authority to so
act. For Units to be validly tendered, a properly completed and duly executed
Letter of Transmittal, together with any required signature guarantees in BOX A,
and any other documents required by this Letter of Transmittal, must be received
by the depositary prior to or on the Expiration Date at its address or facsimile
number set forth on the front of this Letter of Transmittal. No alternative,
conditional or contingent tenders will be accepted. All tendering Unitholders by
execution of this Letter of Transmittal waive any right to receive any notice of
the acceptance of their tender.

2. Transfer Taxes. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to the
Offer.

3. U.S. Persons. A Unitholder who or which is a United States citizen or
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 Internal Revenue Code and Income Tax Regulations,
should complete the following:

Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unitholder must provide to the Purchasers the
Unitholder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and
certify, under penalties of perjury, that such Unitholder is not
subject to such backup withholding. The TIN that must be provided is
that of the registered Unitholder indicated on the front of this Letter
of Transmittal. If a correct TIN is not provided, penalties may be
imposed by the Internal Revenue Service ("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.
<PAGE>

Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Unitholder
who or which is a United States Person (as defined 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.

4. Box D - Foreign Persons. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in 3 above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify, under
penalties of perjury, the statement in BOX D of this Letter of Transmittal
attesting to that foreign person's status by checking the box preceding such
statement. However, such person will be subject to withholding of tax under
Section 1445 of the Code.

5. Additional Copies of Offer to Purchase and Letter of Transmittal.
Requests for assistance or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from the Purchasers by calling
800-854-8357 ext. 206.

<PAGE>

Exhibit (a)(3)

<PAGE>
July 25, 1997

TO: MEDICAL INCOME PROPERTIES 2B, LIMITED PARTNERSHIP

SUBJECT: OFFER TO PURCHASE 100% OF THE PARTNERSHIP UNITS FOR $28 PER UNIT

Dear Fellow Limited Partner:

Enclosed with this letter is an offer to pay you $28 per Unit for any and all
Units you own in Medical Income Properties 2B Limited Partnership ("MIP 2B").
This offer is for 100% of the 10,907 units outstanding. MacKenzie Patterson,
Inc. ("MPI") represents a group of investment entities which currently own 205
(approximately 1.9%) of MIP 2B, JDF and Associates, LLC, Previously Owned
Partnerships Income Fund II, LP, Specified Income Fund,LP, MacKenzie Patterson
Special Fund, LP, MacKenzie Fund VI, LP, Steve Gold and Moraga Gold, LLC, (the
"Purchasers") are making this offer. The Purchaser does not intend to request a
change in control or from the current general partner.

The Purchaser is interested in acquiring units of MIP 2B for investment purposes
only.

As you are aware, MIP 2B has sold all of its properties and has announced plans
for the liquidation of the partnership over approximately three years. Limited
Partners in MIP 2B have just recently received distributions in the total amount
of $878 per unit. The general partner of MIP 2B has now announced the intention
of distributing only one additional payment: of up to $83 prior to July, 2000.
The partnership must delay the final distribution to allow time to collect
outstanding receivables, to allow Medicare to complete its audit of the cost
reports for the facilities in which the partnership had an interest, and the
completion of the period during which the partnership must indemnify the
purchaser of the partnership's properties for certain potential claims. MIP 2B's
general partner has expressed the belief that while there are significant risks
that something less than the estimated receivables will actually be collected,
and further that Medicare may make claims against the partnership larger than
anticipated, notwithstanding the Purchasers believe that the general partner's
estimates are sufficiently conservative to support the likelihood that the
projected distribution amounts will be achieved.

The Purchasers are interested in acquiring the rights to receive the final
distribution, and are willing to pay cash now to limited partners who wish to
terminate their investment rather than to await this final distribution.

The Purchasers recognize that the potential benefits from change in taxation for
an individual limited partner is a complex matter, and can be impacted by a
limited partners circumstances unrelated to the partnership. In fact, if units
are held in an IRA or Qualified Plan account, there will be no TAX benefits from
a sale and thus the economics of the transaction are materially less for such
investors. Therefore, we have asked that the Certified Public Accounting firm of
Cates, Moore and Regalia prepare projections of the impact for a limited partner
who sells to the Purchasers. The Projections are included in the Offering
Material included with this letter as Exhibit A. The Purchasers encourage each
limited partner to review this Offer and the accompanying tax projections with
their own tax counsel to be certain of the ultimate tax impact.
<PAGE>

Based upon hypothetical results to an average unit holder (see Exhibit A) the
Purchasers' offer represents between a 15% and 34% discount to the present value
of the expected distributions and tax benefits depending upon a taxpayers tax
bracket and using an 10% "cost of money" assumption. That is, if one considers
the time value of having cash today versus receiving the benefits from the
partnership over the next three years, then the Purchasers' offer is only
between 15 to 34% less than the present value of those benefits. The Purchaser
believes that these discounts are quite small relative to the risks of
collection of MIP 2B's remaining receivables and to the normal 35-50% discounts
accorded to most limited partnership units traded on the secondary market. The
reason the Purchase Offer discount can be relatively low to the present value of
the future distributions lies in the timing of the taxation and the
distributions relative to the limited partnership interests in the partnership.

In the final analysis, the relative benefits of selling to the
Purchasers or holding until liquidation are very small to most limited
partners. The average holding by limited partners of the partnership is
fewer than 11 units!. The amount of expected distributions over the
next three years is only $83 per unit. The difference between the cash
received by holding rather than selling will be a relatively small
dollar amount for most investors. MPI believes that most investors
would rather terminate their investment in 1997 rather than waiting an
additional three years during which time three additional years of K-1s
or other tax information will have to be filed, filings which may
result in additional accounting costs for investors and thus greatly
diminish the net benefits from their investment.

Limited partners should bear in mind that 1997 will be the last year in which a
selling limited partner will have to file tax information regarding the
partnership, a fact which should result in significant savings in tax
preparation expenses for most partners.

<PAGE>

Limited partners should also be aware that the partnership's GP has stated that
they will consider re-submitting a filing with the SEC requesting permission to
substantially diminish reporting to the SEC. The general partner expects that if
such permission is granted that transfer of the limited partnership units will
generally be prohibited following 1997.

Limited Partners should be clear that the Purchasers are making this offer with
the intent of making a profit on the acquisition of the units. However, the
economics of the investment for the Purchasers are different than for the
existing limited partners because the Purchasers will not be impacted by
taxation until the partnership liquidates. The Purchasers are buying only the
potential to receive $83 over three years for a price of $28, and, in spite of
not insignificant risks that the amount received will be substantially different
than $83, is willing to make the offer so that it might enjoy the potential
profits.

The Purchasers believe that their Offer represents an excellent alternative to
existing limited partners who wish to receive current benefits of approximately
$54 per unit rather than continue to hold their investment for another three
years. (See Exhibit A, Column #2) There are other meaningful risks associated
with accepting the Purchasers' Offer. These risks are detailed on Page 1 and 2
of the Offering materials enclosed herewith. Please review these carefully
before making your decision.

The formal Offer to Purchase enclosed provides more details on all aspects of
the Offer.

We encourage you to review our offer and act promptly as the Offer to Purchase
will expire on September 1, 1997, unless extended.

A transmittal letter (in blue) is also enclosed which you can use for accepting
the offer. Please execute this document and return it in the enclosed
envelope. Please call us at (800) 854-8357 ext. 206 if you have any questions.

Respectfully submitted,

C.E. Patterson
President of MacKenzie Patterson, Inc.
<PAGE>