BRAUVIN HIGH YIELD FUND L P II, PRE13E3, 1996-07-23

BRAUVIN HIGH YIELD FUND L P II
PRE13E3, 1996-07-23
REAL ESTATE

Previous: THERAPY LASERS INC, 10QSB, 1996-07-23

Next: TOYOTA MOTOR CREDIT CORP, 424B3, 1996-07-23

<PAGE>
Schedule 13E-3

Reg. SS 240.13e-100. Schedule 13E-3, Transaction Statement
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 [SS 240.13e-3] thereunder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (SS 240.13e-3) thereunder)
[Amendment No.............]

BRAUVIN HIGH YIELD FUND L.P. II
(Name of the Issuer)

BRAUVIN HIGH YIELD FUND L.P. II
(Name of Person(s) Filing Statement)

Units of Limited Partnership Interests
(Title of Class of Securities)

NONE
(CUSIP Number of Class of Securities)

James L. Brault, Brauvin Real Estate Funds, 150 South Wacker
Drive, Suite 3200, Chicago, Illinois 60606, (312) 443-0922
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the
appropriate box):

a. [ X ] The filing of solicitation materials or an
information statement subject to Regulation 14A [17 CFR 240.14a-1
to 240.14b-1]. Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
Rule 13e-3(c) [SS 240.13e-3(c)] under the Securities Exchange Act
of 1934. [Amended in Release No. 34-23789 (paragraph 84,044),
effective January 20, 1987, 51 F.R. 42048.]

b. [ ] The filing of a registration statement under the
Securities Act of 1933.

c. [ ] A tender offer.

d. [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies
[X]

<PAGE>
Calculation of Filing Fee

Transaction valuation* Amount of filing fee
$23,198,450 $4,639.69

Based upon the aggregate cash to be paid for the
Registrant's assets ($23,198,450) which are the subject
of this Schedule 13E-3, the Registrant is paying a filing
fee of $4,639.69 (one-fiftieth of one percent of this
aggregate of the cash and the value of securities (other
than its own) and other property to be received by the
Registrant in the subject transaction).

*Set forth the amount on which the filing fee is calculated and
state how it was determined.

[x] Check box if any part of the fee is offset as provided by Rule
O-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: $6,036.66

Form of Registration: Schedule 14A

Filing Party: Brauvin High Yield Fund L.P. II

Date Filed: July 19, 1996

<PAGE> INTRODUCTION

This Rule 13E-3 Transaction Statement (the "Statement") is
being filed by Brauvin High Yield Fund L.P. II, a Delaware limited
partnership (the "Partnership") with respect to its units of
limited partnership interest (the "Units"). This Statement relates
to the proposed merger (the "Merger") of the Partnership with and
into Brauvin Real Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser") pursuant to an Agreement and Plan of
Merger dated as of June 14, 1996 (the "Merger Agreement") between
the Partnership and the Purchaser. Jerome J. Brault, the Managing
General Partner of the Partnership (the "Managing General Partner")
and his son, James L. Brault (collectively, the "Braults") have a
minority ownership interest in the Purchaser. The Braults are
executive officers of and the Managing General Partner is a
director of Brauvin Realty Advisors II, Inc., the Corporate General
Partner of the Partnership (the "Corporate General Partner").
Thus, two of the General Partners of the Partnership have a
conflict of interest with respect to the Merger. If the Merger is
approved by the beneficial owners of the Units (the "Interest
Holders") holding a majority of the Units at the special meeting of
Interest Holders and certain other conditions are met, the Merger
will be consummated, the Partnership will cease to exist and the
Units will be redeemed entirely for cash.

Prior to the filing of this Statement, the Partnership filed
a Proxy Statement on Schedule 14A (the "Proxy Statement"), with
exhibits, with the Securities and Exchange Commission. The cross-
reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to
the items in this Statement. The information in the Proxy
Statement, which is attached hereto as Exhibit 17(d), is expressly
incorporated herein by reference and the responses to each item are
qualified in their entirety by the provisions of the Proxy
Statement.
<PAGE>
CROSS REFERENCE SHEET
(Pursuant to General Instruction F to Schedule 13E-3)

Location of Item in
Item in Schedule 13E-3 Schedule 14A

Item 1 (a) . . . . . . Cover and Introduction

(b) . . . . . . Cover and Introduction

(c) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Market for
the Units"

(d) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Distributions"

(e) . . . . . . * Not applicable

(f) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- Market for
the Units"

Item 2 (a) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership" and "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners"

(b) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership" and "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners"

(c) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The
Partnership" and "Certain
Information About the
Partnership, Its General
Partners and Their
Affiliates -- The General
Partners"

(d) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The General
Partners"

(e) . . . . . . * Not applicable

(f) . . . . . . * Not applicable

(g) . . . . . . "Certain Information About
the Partnership, Its
General Partners and Their
Affiliates -- The General
Partners"

Item 3 (a) . . . . . . * Not Applicable.

(b) . . . . . . "Terms of the Transaction --
Related Transactions"

Item 4 (a) . . . . . . "Terms of the Transaction"

(b) . . . . . . "Accounting Issues and
Income Tax Consequences of
the Transaction --
Differing Tax Treatment of
the Interest Holders"

Item 5 (a) . . . . . . "Terms of the Transaction --
Dissolution and
Liquidation of the
Partnership" and "Special
Factors -- Effects of the
Transaction"

(b) . . . . . . * Not applicable

(d) . . . . . . * Not applicable

(e) . . . . . . * Not applicable

(f) . . . . . . "Special Factors -- Effects
of the Transaction"

(g) . . . . . . "Special Factors -- Effects
of the Transaction"

Item 6 (a) . . . . . . "Special Factors -- Costs
Associated with the
Transaction"

(b) . . . . . . "Special Factors -- Costs
Associated with the
Transaction"

(d) . . . . . . * Not applicable

Item 7 (a) . . . . . . "Special Factors -- Purpose
of and Reason for the
Transaction"

(b) . . . . . . "Special Factors --
Alternatives to the
Transaction"

(d) . . . . . . "Special Factors -- Purpose
of and Reasons for the
Transaction;" "Special
Factors -- Effects of the
Transaction" and
"Accounting Issues and
Income Tax Consequences of
the Transaction"

Item 8 (a) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(b) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(d) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(e) . . . . . . "Special Factors --
Recommendations of the
General Partners"

(f) . . . . . . * Not applicable

Item 9 (a) . . . . . . "Special Factors --
Valuation of the Assets;
Fairness Opinion"

(b) . . . . . . "Special Factors --
Valuation of the Assets;
Fairness Opinion"

Item 10 (a) . . . . . . "Certain Information About
the Partnership, Its
General Partners and their
Affiliates -- Ownership of
the Units"

(b) . . . . . . * Not applicable

Item 11 . . . . . . . * Not applicable

Item 12 (a) . . . . . . * Not applicable

(b) . . . . . . "Special Factors -
Recommendations of the
General Partners"

Item 13 (a) . . . . . . "Special Factors --
Appraisal Rights"

(b) . . . . . . * Not applicable

Item 14 (a) . . . . . . "Selected Financial Data"
and "Incorporation by
Reference"

(b) . . . . . . * Not applicable

Item 15 (a) . . . . . . * Not applicable

(b) . . . . . . "Special Meeting of the
Interest Holders --
Solicitation Procedures"

Item 16 . . . . . . . Entire Proxy Statement

Item 17 (a) . . . . . . * Not applicable

(b) (i) . . . . Valuation of Cushman &
Wakefield

(ii) . . . . Fairness Opinion of Cushman
& Wakefield

(d) . . . . . . Proxy Statement of Brauvin
High Yield Fund L.P. II

(e) . . . . . . * Not applicable

(f) . . . . . . * Not applicable

______________________

* The Item is not required by Schedule 14A

Item 1. Issuer and Class of Security Subject to the Transaction.

(a) The name of the issuer is Brauvin High Yield Fund L.P.
II, a Delaware limited partnership (the "Partnership"), and the
address of its principal executive office is 150 South Wacker
Drive, Suite 3200, Chicago, Illinois 60606.

(b) The exact title of the class of equity securities to
which this Statement relates is Units of Limited Partnership
Interests of the Partnership. The information set forth under the
Introduction to the Proxy Statement is incorporated herein by
reference.

(c) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Market for the Units" of the Proxy Statement is
incorporated herein by reference.

(d) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Distributions" of the Proxy Statement is incorporated
herein by reference.

(e) Not applicable.

(f) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Market for the Units" of the Proxy Statement is
incorporated herein by reference.

Item 2. Identity and Background.

(a)-(g) This Statement is filed by Brauvin High Yield Fund
L.P. II, which is the issuer of the securities which are the
subject of this Statement. The information set forth under the
caption "Certain Information About the Partnership, Its General
Partners and Their Affiliates -- The Partnership" of the Proxy
Statement is incorporated herein by reference. During the last 5
years, the Partnership has neither been convicted in a criminal
proceeding nor was it a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject
to, federal state securities laws or finding any violations of such
laws. The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- The General Partners" of the Proxy Statement is
incorporated herein by reference. To the best of the Partnership's
knowledge, none of the persons described under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- The General Partners" of the Proxy Statement has
been, during the last 5 years, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has any
such person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.

Item 3. Past Contracts, Transactions or Negotiations.

(a) Not applicable.

(b) The information set forth under the caption "Terms of the
Transaction -- Related Transactions" of the Proxy Statement is
incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) The information set forth under the caption "Terms of the
Transaction" of the Proxy Statement is incorporated herein by
reference.

(b) The information set forth under the caption "Accounting
Issues and Income Tax Consequences of the Transaction -- Differing
Tax Treatment of the Interest Holders" of the Proxy Statement is
incorporated herein by reference.

Item 5. Plans or Proposals of the Issuer or Affiliate.

(a) The information set forth under the captions "Terms of
the Transaction -- Dissolution and Liquidation of the Partnership"
and "Special Factors -- Effects of the Transaction" of the Proxy
Statement is incorporated herein by reference.

(b)-(e) Not applicable.

(f)-(g) The information set forth under the caption "Special
Factors -- Effects of the Transaction" of the Proxy Statement is
incorporated herein by reference.

Item 6. Source and Amount of Funds or Other Consideration.

(a)-(b) The information set forth under the caption "Special
Factors -- Costs Associated with the Transaction" of the Proxy
Statement is incorporated herein by reference.

(c)-(d) Not applicable.

Item 7. Purpose(s), Alternatives, Reasons and Effects.

(a) The information set forth under the caption "Special
Factors -- Purpose of and Reason for the Transaction" of the Proxy
Statement is incorporated herein by reference.

(b) The information set forth under the caption "Special
Factors -- Alternatives to the Transaction" of the Proxy Statement
is incorporated herein by reference.

(c) The information set forth under the caption "Special
Factors -- Purpose of and Reason for the Transaction" of the Proxy
Statement is incorporated herein by reference.

(d) The information set forth under the captions "Special
Factors -- Purpose of and Reasons for the Transaction;" "Special
Factors -- Effects of the Transaction" and "Accounting Issues and
Income Tax Consequences of the Transaction" of the Proxy Statement
is incorporated herein by reference.

Item 8. Fairness of the Transaction.

(a)-(e) The information set forth under the caption "Special
Factors -- Recommendations of the General Partners" of the Proxy
Statement is incorporated herein by reference.

(f) Not applicable.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a)-(c) The information set forth under the caption
"Special Factors -- Valuation of the Assets; Fairness Opinion" of
the Proxy Statement is incorporated herein by reference.

Item 10. Interest in Securities of the Issuer.

(a) The information set forth under the caption "Certain
Information About the Partnership, Its General Partners and Their
Affiliates -- Ownership of the Units" of the Proxy Statement is
incorporated herein.

(b) Not applicable.

Item 11. Contracts, Arrangements or Understandings with Respect to
the Issuer's Securities.

Not applicable.

Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.

(a) Not applicable.

(b) The information set forth under the captions "Special
Factors -- Recommendations of the General Partners" of the Proxy
Statement is incorporated herein by reference.

Item 13. Other Provisions of the Transaction.

(a) The information set forth under the caption "Special
Factors -- Appraisal Rights" of the Proxy Statement is incorporated
herein by reference.

(b)-(c) Not applicable.

Item 14. Financial Information.

(a) The information set forth under the captions "Selected
Financial Data" and "Incorporation by Reference" of the Proxy
Statement is incorporated herein by reference.

(b) Not applicable.

Item 15. Persons and Assets Employed, Retained or Utilized.

(a) The time and efforts of the Managing General Partner and
certain officers and other employees of the Corporate General
Partner have been utilized in connection with the preparation of
this Statement, the Proxy Statement and related materials to be
sent to Interest Holders and have been and will be utilized in
connection with overseeing this transaction.

(b) The information set forth under the caption "Special
Meeting of the Interest Holders -- Solicitation Procedures" of the
Proxy Statement are incorporated herein by reference.

Item 16. Additional Information.

All of the information set forth in the Proxy Statement is
incorporated herein by reference.

Item 17. Material to be Filed as Exhibits.

(a) Not applicable.

(b) (i) Valuation of Cushman & Wakefield.

(ii) Fairness Opinion of Cushman & Wakefield.

(d) Proxy Statement of Brauvin High Yield Fund L.P. II

(e) Not applicable.

(f) The Herman Group, Inc. Engagement Letter

<PAGE>
EXHIBIT INDEX

MATERIALS TO BE PAGE
FILED AS EXHIBITS NO.

17(b)(i) Valuation of Cushman
& Wakefield 12

17(b)(ii) Fairness Opinion of
Cushman & Wakefield 16

17(d) Proxy Statement of Brauvin
High Yield Fund L.P. II 17

17(f) The Herman Group, Inc.
Engagement Letter 83

SIGNATURES

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

BRAUVIN HIGH YIELD FUND L.P. II

By: Brauvin Realty Advisers
L.P. II, Corporate
General Partner

By: /s/ Jerome J. Brault
Name: Jerome J. Brault
Title: President

/s/ Jerome J. Brault
Jerome J. Brault, Managing
General Partner

Dated: July 19, 1996

<PAGE>
Exhibit 17(b)(i)

Valuation of Cushman & Wakefield

<TABLE>
Brauvin High Yield Fund L.P. II

<CAPTION>
UNIT % OWNED PROPERTY PROPETY STREET
NO. FUND BY FUND TYPE NAME CITY ADDRESS ST
<S> <C> <C> <C> <C> <C> <C> <C>
1 BHYF2 51.00% RETAIL BALLY TOTAL FITNESS GLENDALE 5720 WEST PEORIA AVENUE AZ
2 BHYF2 100.00% QUICK-LUBE MOBILE LUBE ORLANDO 1625 CONWAY ROAD FL
3A BHYF2 100.00% QUICK-LUBE MOBILE LUBE ROCK HILL 9725 MANCHESTER ROAD MO
3B BHYF2 100.00% QUICK-LUBE MOBILE LUBE ORLANDO 2699 DELANEY AVENUE FL
8 BHYF2 100.00% SIT-DOWN PONDEROSA (VACANT) JOLIET 2200 WEST JEFFERSON STREET IL
19 BHYF2 100.00% SIT-DOWN TONY ROMA's MESQUITE 3780 TOWNE CROSSING BLVD. TX
103 BHYF2 100.00% FAST-FOOD HARDEE'S NEWCASTLE 600 NORTHWEST 32ND STREET OK
104 BHYF2 100.00% FAST-FOOD DAIRY QUEEN ST. JOHNS 1861 SCOTT ROAD MI
106 BHYF2 100.00% RETAIL BLOCKBUSTER VIDEO SOUTH ORANGE 57 SOUTH ORANGE AVENUE NJ
107 BHYF2 100.00% FAST-FOOD HARDEE'S (VACANT) ALBION 118 EAST MICHIGAN AVENUE MI
110 BHYF2 99.00% SIT-DOWN PONDEROSA LOUISVILLE 4801 DIXIE HIGHWAY KY
112 BHYF2 100.00% SIT-DOWN PONDEROSA ROCKFORD 3725 EAST STATE STREET IL
128 BHYF2 100.00% SIT-DOWN PONDEROSA BLOOMINGTON 1329 EAST EMPIRE STREET IL
182 BHYF2 100.00% SIT-DOWN PONDEROSA APPLETON 130 SOUTH BLUEMOUND ROAD WI
209 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD WATERFORD 3100 DIXIE HIGHWAY MI
268 BHYF2 99.00% SIT-DOWN PONDEROSA CUYAHOGA FALLS 1641 STATE ROAD OH
347 BHYF2 100.00% SIT-DOWN PONDEROSA COLUMBUS 1071 DUBLIN-GRANVILLE RD. OH
353 BHYF2 100.00% SIT-DOWN CHI-CHI'S RICHMOND 9135 WEST BROAD STREET VA
366 BHYF2 100.00% SIT-DOWN CHI-CHI'S CLARKSVILLE 2815 WICMA RUDOLPH BLVD. TN
373 BHYF2 100.00% SIT-DOWN CHI-CHI'S CHARLOTTE 2522 SADIS ROAD NORTH NC
421 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD LIVONIA 38880 WEST SIX MILE ROAD MI
473 BHYF2 100.00% DAY-CARE CHILDREN'S WORLD FRMNGTN HLLS 29047 13-MILE ROAD MI
665 BHYF2 100.00% SIT-DOWN PONDEROSA HERKIMER STATE AND KING STREETS NY
740 BHYF2 100.00% SIT-DOWN PONDEROSA ONEONTA 333 CHESTNUT STREET NY
755 BHYF2 100.00% SIT-DOWN PONDEROSA PENFIELD 1610 PENFIELD AVENUE NY
779 BHYF2 100.00% SIT-DOWN PONDEROSA MIDDLETOWN 163 DOLSON AVENUE NY
785 BHYF2 99.00% SIT-DOWN PONDEROSA TIPP CITY 135 SOUTH GARBER OH
816 BHYF2 100.00% SIT-DOWN PONDEROSA INDIANAPOLIS 8502 PENDLETON PIKE IN
850 BHYF2 99.00% SIT-DOWN PONDEROSA MANSFIELD 1075 ASHLAND ROAD OH
857 BHYF2 100.00% SIT-DOWN PONDEROSA EUREKA 80 HILLTOP VILLAGE CENTER MO
876 BHYF2 100.00% SIT-DOWN PONDEROSA SWEDEN 6460 BRUCKPORT-SPENCER ROAD NY
1057 BHYF2 99.00% SIT-DOWN PONDEROSA MOORESVILLE 499 SOUTH INDIANA STREET IN
1060 BHYF2 99.00% SIT-DOWN PONDEROSA TAMPA 4420 WEST GRANDY BLVD. FL
1071 BHYF2 100.00% SIT-DOWN PONDEROSA FRANKLIN 3320 VILLAGE DRIVE OH
1848 BHYF2 100.00% FAST-FOOD TACO BELL LANSING 4238 WEST SAGINAW HIGHWAY MI

</TABLE>
<PAGE>
<TABLE>
Brauvin High Yield Fund L.P. II

<CAPTION>
UNIT % OWNED PROPERTY PROPETY BLG. LAND YEAR CUSHMAN AND WAKEFIELD VALUATION INDICATORS TOTAL VALUE
NO. FUND BY FUND TYPE NAME SF SF BUILT C&W VALUE YR 1 $NOI OAR IRR OUT-OAR OF FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 BHYF2 51.00% RETAIL BALLY TOTAL
FITNESS 36,556 130,201 1988 $5,750,000 $600,134 10.44% 12.00% 11.00% $2,932,500
2 BHYF2 100.00% QUICK-LUBE MOBILE LUBE 1,947 24,975 1989 480,000 53,794 11.21% 12.25% 11.50% 480,000
3A BHYF2 100.00% QUICK-LUBE MOBILE LUBE 2,940 21,143 1989 490,000 51,039 10.42% 12.25% 11.50% 490,000
3B BHYF2 100.00% QUICK-LUBE MOBILE LUBE 1,532 9,750 1989 420,000 47,253 11.25% 12.25% 11.50% 420,000
8 BHYF2 100.00% SIT-DOWN PONDEROSA
(VACANT) 5,522 76,182 1970 630,000 82,535 13.10% 13.50% LAND 630,000
19 BHYF2 100.00% SIT-DOWN TONY ROMA's 5,600 49,820 1984 940,000 93,677 9.97% 12.25% 11.50% 940,000
103 BHYF2 100.00% FAST-FOOD HARDEE'S 3,309 35,200 1990 580,000 61,607 10.62% 12.25% 11.50% 580,000
104 BHYF2 100.00% FAST-FOOD DAIRY QUEEN 3,300 73,764 1990 280,000 29,925 10.69% 12.50% 11.50% 280,000
106 BHYF2 100.00% RETAIL BLOCKBUSTER
VIDEO 6,705 6,231 1990 1,190,000 130,748 10.99% 12.00% 11.00% 1,190,000
107 BHYF2 100.00% FAST-FOOD HARDEE'S
(VACANT) 3,034 32,670 1990 360,000 (42,455) (11.79%) 12.25% 11.50% 360,000
110 BHYF2 99.00% SIT-DOWN PONDEROSA 5,488 58,000 1969 620,000 89,764 14.48% 12.50% 11.50% 613,800
112 BHYF2 100.00% SIT-DOWN PONDEROSA 5,040 27,190 1969 550,000 77,049 14.01% 12.50% 11.50% 550,000
128 BHYF2 100.00% SIT-DOWN PONDEROSA 5,038 39,640 1970 650,000 91,680 14.10% 12.50% 11.50% 650,000
182 BHYF2 100.00% SIT-DOWN PONDEROSA 5,222 54,377 1969 900,000 113,744 12.64% 12.50% 11.50% 900,000
209 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,319 35,757 1988 970,000 98,598 10.16% 11.50% 11.50% 970,000
268 BHYF2 99.00% SIT-DOWN PONDEROSA 5,587 40,228 1973 870,000 112,352 12.91% 12.50% 11.50% 861,300
347 BHYF2 100.00% SIT-DOWN PONDEROSA 4,968 48,000 1973 680,000 88,175 12.97% 12.50% 11.50% 680,000
353 BHYF2 100.00% SIT-DOWN CHI-CHI'S 7,270 56,993 1990 1,450,000 148,863 10.27% 12.25% 11.50% 1,450,000
366 BHYF2 100.00% SIT-DOWN CHI-CHI'S 5,904 60,673 1990 1,120,000 115,162 10.28% 12.25% 11.50% 1,120,000
373 BHYF2 100.00% SIT-DOWN CHI-CHI'S 7,270 80,308 1990 1,460,000 149,803 10.26% 12.25% 11.50% 1,460,000
421 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,145 35,719 1984 780,000 88,095 11.29% 11.50% 11.50% 780,000
473 BHYF2 100.00% DAY-CARE CHILDREN'S
WORLD 6,242 63,675 1989 970,000 107,512 11.08% 11.25% 11.50% 970,000
665 BHYF2 100.00% SIT-DOWN PONDEROSA 5,817 44,932 1979 800,000 90,871 11.36% 12.50% 11.50% 800,000
740 BHYF2 100.00% SIT-DOWN PONDEROSA 5,250 61,130 1979 890,000 99,248 11.15% 12.50% 11.50% 890,000
755 BHYF2 100.00% SIT-DOWN PONDEROSA 5,400 50,000 1980 780,000 105,421 13.52% 12.50% 11.50% 780,000
779 BHYF2 100.00% SIT-DOWN PONDEROSA 6,120 71,708 1980 1,070,000 121,347 11.34% 12.50% 11.50% 1,070,000
785 BHYF2 99.00% SIT-DOWN PONDEROSA 6,080 53,100 1979 780,000 96,344 12.35% 12.50% 11.50% 772,200
816 BHYF2 100.00% SIT-DOWN PONDEROSA 5,548 93,862 1980 910,000 128,249 14.09% 12.50% 11.50% 910,000
850 BHYF2 99.00% SIT-DOWN PONDEROSA 5,600 104,500 1980 750,000 115,868 15.45% 12.50% 11.50% 742,500
857 BHYF2 100.00% SIT-DOWN PONDEROSA 6,054 71,318 1979 920,000 106,598 11.59% 12.50% 11.50% 920,000
876 BHYF2 100.00% SIT-DOWN PONDEROSA 5,400 47,500 1981 790,000 100,494 12.72% 12.50% 11.50% 790,000
1057 BHYF2 99.00% SIT-DOWN PONDEROSA 6,770 63,525 1981 930,000 115,412 12.41% 12.50% 11.50% 920,700
1060 BHYF2 99.00% SIT-DOWN PONDEROSA 5,777 50,010 1985 970,000 132,312 13.64% 12.50% 11.50% 960,300
1071 BHYF2 100.00% SIT-DOWN PONDEROSA 4,550 69,242 1987 770,000 97,926 12.72% 12.50% 11.50% 770,000
1848 BHYF2 100.00% FAST-FOOD TACO BELL 1,596 21,186 1979 550,000 64,013 11.64% 12.50% 11.50% 550,000

</TABLE>
<PAGE>
Exhibit 17(b)(ii)

Preliminary Form and Content of
Cushman & Wakefield Fairness Opinion

Cushman & Wakefield has advised the Partnership through its
Corporate General Partner that in its opinion, the price per Unit
reflected in the proposed Transaction is fair, from a financial
point of view, to the Unit holders. The determination that a price
is "fair" does not mean that the price is the highest price which
might be obtained in the marketplace, but rather that based upon
the sum of the appraised values of the Assets, the price reflected
in the proposed Transaction is within a range that Cushman &
Wakefield believes is reasonable. Although there is no active
market in trading the Units, for those Units that have traded the
price per Unit was at or below the price per Unit in the proposed
Transaction. Cushman & Wakefield relied on its appraisal work as
a basis for establishing the fairness of the proposed Transaction.
Other methods could have been employed to test the fairness of the
proposed Transaction and yielded different results. In rendering
this opinion, Cushman & Wakefield has not considered, and has not
addressed, market conditions and other factors (e.g., whether the
sale of the Assets as a portfolio rather than a series of sales of
individual assets, would produce a premium or a discounted selling
price) that, in an open-market transaction, could influence the
selling price of the Assets and result in proceeds to Unit holders
greater or less than the proposed price per Unit. Cushman &
Wakefield also has not considered the price and trading history of
other publicly traded securities that might be deemed relevant due
to the relative small size of the proposed Transaction and the fact
that the Units are not publicly traded. Furthermore, Cushman &
Wakefield has not compared the financial terms of the proposed
Transaction to the financial terms of other transactions that might
be deemed relevant, given that the proposed Transaction involves
all cash to the Unit holders.
<PAGE>
Exhibit 17(d)

BRAUVIN HIGH YIELD FUND L.P. II
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

PROXY STATEMENT

For the Special Meeting of the Limited Partners
To be Held August __, 1996

This proxy statement (the "Proxy Statement") and the enclosed
proxy card are being first mailed to the beneficial owners of the
limited partnership interests (the "Limited Partners") of Brauvin
High Yield Fund L.P. II, a Delaware limited partnership (the
"Partnership") on or about July __, 1996 by the Partnership to
solicit proxies for use at a special meeting of the Limited
Partners (the "Special Meeting") to be held at the offices of the
Partnership, 150 South Wacker Drive, Chicago, Illinois 60606 on
______, August __, 1996 at 9:00 a.m., local time, or at such other
place and time to which the Special Meeting may be adjourned.

The purpose of the Special Meeting is to consider the
approval of a merger (the "Merger") of the Partnership with and
into Brauvin Real Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser") that is affiliated with the Operating
General Partners, as hereinafter defined. Because the Merger will
result in a transfer of the Partnership's assets to an affiliate of
these general partners of the Partnership, by approving the Merger,
the Limited Partners are automatically approving an amendment of
the Partnership Agreement, as hereinafter defined, allowing the
Partnership to sell or lease property to affiliates (this
amendment, together with the Merger shall be referred to herein as
the "Transaction"). The terms of the Merger are set forth in an
Agreement and Plan of Merger dated as of June 14, 1996 by and among
the Purchaser and the Partnership, Brauvin High Yield Fund L.P. and
Brauvin Income Plus L.P. III (the "Merger Agreement"). Promptly
upon consummation of the Transaction, the Partnership will be
merged with and into the Purchaser through a merger of its
partnership interests, the Partnership will cease to exist and the
Purchaser, as the surviving entity, will succeed to all of the
assets and liabilities of the Partnership. As a

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

result of the Merger, all of the outstanding units of limited
partnership interest of the Partnership (each a "Unit" and
collectively, the "Units") will be redeemed by the Purchaser for
approximately $775.45 per Unit in cash. This redemption price is
based on the fair market value of the properties of the Partnership
(the "Assets") which has been determined by an independent
appraiser to be $30,183,300, or $748.09 per Unit, plus all
remaining cash of the Partnership as of the effective time of the
Merger (the "Effective Time"), less earnings of the Partnership
after July 31, 1996, less the Partnership's actual costs incurred
and accrued through the Effective Time, including reasonable
reserves in connection with: (i) the proxy solicitation; (ii) the
Transaction (as detailed in the Merger Agreement); and
(iii) winding up of the Partnership, including preparation of the
final audit, tax return and K-1s (collectively, the "Transaction
Costs") and less all other Partnership obligations, which amount is
currently anticipated to be $27.36 per Unit. The general partners
of the Partnership (the "General Partners") will not receive any
payment in exchange for the redemption of their general partnership
interests nor will they receive any fees from the Partnership in
connection with the Transaction. However, the Transaction is
subject to certain conflicts of interest, as described herein,
including the fact that Mr. Jerome J. Brault, the Managing General
Partner of the Partnership (the "Managing General Partner") and an
executive officer and the director of Brauvin Realty Advisors II,
Inc., the Corporate General Partner of the Partnership (the
"Corporate General Partner") and his son, James L. Brault, an
executive officer of the Corporate General Partner, have a minority
ownership interest in the Purchaser. Cezar M. Froelich and David
M. Strosberg, two of the individual General Partners have no
affiliation with the Purchaser.

The affirmative vote of the Limited Partners holding a
majority of the Units (in excess of 50%) is necessary to approve
the Transaction. In addition, the Delaware Revised Uniform Limited
Partnership Act (the "Act") provides that a merger must also be
approved by the general partners of a partnership, unless the
limited partnership agreement provides otherwise. Because the
Restated Limited Partnership Agreement of the Partnership, as
amended (the "Partnership Agreement") is silent on this matter and
because not all of the General Partners are recommending the
Transaction, the Limited Partners are also being asked to adopt an
amendment (the "Amendment") to the Partnership Agreement which
provides that the vote of the General Partners is not required to
approve the Transaction. The affirmative vote of the Limited
Partners holding a majority of the Units is necessary to approve
the Amendment. Upon approval of the Amendment, the vote of the
Limited Partners holding a majority of the Units will be the only
vote necessary to approve the Transaction. There are no quorum
requirements with respect to the Special Meeting, however, if the
Limited Partners holding a majority of the Units do not submit a
proxy or vote in person at the meeting neither the Transaction nor
the Amendment can be approved. Neither the Act nor the Partnership
Agreement provide the Limited Partners not voting in favor of the
Transaction or the Amendment with dissenters' appraisal rights.

The close of business on ________________, 1996 has been
established as the record date (the "Record Date") for determining
the Limited Partners entitled to notice of, and to direct the vote
of the Units at the Special Meeting. As of the Record Date, the
Partnership had outstanding and entitled to vote 40,347 Units, held
of record by 2,642 Limited Partners. Each Unit entitles the holder
to one vote on each matter submitted to a vote of the Limited
Partners.

All duly executed proxy cards received from the Limited
Partners prior to the Special Meeting will be voted in accordance
with the choices specified thereon. If a duly executed proxy card
does not specify a choice, the Units represented thereby will be
voted "FOR" the Transaction and "FOR" the Amendment. A Limited
Partner who gives a proxy may revoke it at any time before it is
voted at the Special Meeting, as described herein.

The accompanying proxy is solicited on behalf of the
Partnership to be voted at the Special Meeting. The Partnership's
principal executive offices are located at 150 South Wacker Drive,
Suite 3200, Chicago, Illinois 60606 and its telephone number is
(312) 443-0922. The Partnership has engaged The Herman Group, Inc.
to act as Information Agent in connection with the proxy
solicitation process. In addition to the original solicitation by
mail, proxies may be solicited by telephone, telegraph or in
person. All expenses of this solicitation, including the cost of
preparing and mailing this Proxy Statement, will be borne by the
Partnership.

The Partnership is a Delaware limited partnership formed on
May 3, 1988. The Partnership's Commission file number is 0-17556.
The General Partners are the Corporate General Partner, the
Managing General Partner, Cezar M. Froelich and David M. Strosberg.
Mr. Froelich gave notice of his intent to resign as an individual
General Partner of the Partnership on May 23, 1996. Pursuant to
the terms of the Partnership Agreement, Mr. Froelich's resignation
will become effective on the 90th day following notice to the
Limited Partners, which notice was dated June 20, 1996. Mr.
Strosberg has indicated his intent to resign as an individual
General Partner subsequent to approval of the Transaction by the
Limited Partners. The Corporate General Partner and the Managing
General Partner are collectively referred to herein as the
"Operating General Partners."

SUMMARY

Set forth below is a summary of certain information contained
elsewhere in this Proxy Statement. It is not intended to be a
complete description of those matters which it covers and much of
the information contained in this Proxy Statement is not covered by
this Summary. The information contained in this Summary is
qualified by the more complete information contained elsewhere in
this Proxy Statement or incorporated by reference into this Proxy
Statement. All Limited Partners are urged to read this Proxy
Statement in its entirety.

The Transaction

Pursuant to the terms of the Merger Agreement, the
Partnership proposes to merge with and into the Purchaser through
a merger of its partnership interests. Promptly upon consummation
of the Transaction, the Partnership will cease to exist and the
Purchaser, as the surviving entity, will succeed to all of the
Assets and liabilities of the Partnership. As a result of the
Merger, the interests of the Limited Partners in the Partnership
will be redeemed for approximately $775.45 per Unit in cash. This
redemption price is based on the fair market value of the Assets
which has been determined by an independent appraiser to be
$30,183,300, or $748.09 per Unit, as of April 1, 1996 plus all
remaining cash of the Partnership as of the Effective Time, less
earnings of the Partnership after July 31, 1996, less the
Transaction Costs and less all other Partnership obligations, which
amount is currently anticipated to be $27.36 per Unit. Thus, the
actual redemption price will be subject to adjustment based upon
changes in these amounts prior to the Effective Time. The
independent appraiser has also delivered an opinion that the
Transaction is fair to the Limited Partners from a financial point
of view. The General Partners will not receive any payment in
exchange for the redemption of their general partnership interests
nor will they receive any fees from the Partnership in connection
with the Transaction. However, the Transaction is subject to
certain conflicts of interest as described herein, including the
fact that the Managing General Partner and his son, James L. Brault
(collectively, the "Braults") have a minority ownership interest in
the Purchaser. Messrs. Froelich and Strosberg have no affiliation
with the Purchaser. See "Terms of the Transaction - The Merger
Agreement," "Terms of the Transaction - Determination of Redemption
Price" and "Conflicts of Interest."

Related Transactions

The Transaction is one of a series of related transactions
whereby the Purchaser seeks to acquire the Assets of the
Partnership and the assets, through purchase or merger, of the
Affiliated Limited Partnerships (as hereinafter defined). The
approval of a majority in interest of the limited partners of each
of the Affiliated Limited Partnerships to their respective
Affiliated Transactions, as hereinafter defined, is a condition to
the effectiveness of the Transaction, which condition may be waived
by the Purchaser. See "Terms of the Transaction - Related
Transactions."

Amendment to the Partnership Agreement

Consummation of the Transaction is subject to approval by the
Limited Partners holding a majority of the Units (in excess of
50%). In addition, the Act provides that a merger must also be
approved by the general partners of a partnership, unless the
limited partnership agreement provides otherwise. Because the
Partnership Agreement is silent on this matter and because not all
of the General Partners are recommending the Transaction, the
Limited Partners are being asked to adopt the Amendment, which
allows the vote of the Limited Partners owning a majority of the
Units to determine the outcome of the Transaction without a vote of
the General Partners. Upon approval of the Amendment the vote of
the Limited Partners holding a majority of the Units will be the
only vote necessary to approve the Transaction. Failure to approve
the Amendment would likely preclude the consummation of the Merger
even if the Merger were approved by the Limited Partners holding a
majority of the Units.

The Special Meeting; Votes Required

A Special Meeting of the Limited Partners will be held on
August __, 1996, to consider and vote upon the Transaction and the
Amendment. It is a condition to the closing of the Transaction
that the Limited Partners holding a majority of the Units (in
excess of 50%) approve both the Transaction and the Amendment. The
Partnership is soliciting proxies from the Limited Partners to be
used at the Special Meeting and any adjournments thereof. See
"Special Meeting of the Limited Partners."

Purpose of and Reasons for the Transaction

The principal purpose of the Transaction is to cause the
transfer of the Assets and the liabilities to the Purchaser in
return for cash proceeds which will be distributed to the Limited
Partners through the redemption of their Units. The Transaction
will result in the Limited Partners receiving the fair market value
for the Assets from a buyer that has the ability to quickly
consummate the Transaction and is willing to assume all of the
Assets and liabilities of the Partnership with limited
representations and warranties. This structure allows the Limited
Partners to receive cash in exchange for their Units based upon the
current fair market value of the Assets, which cash can be invested
in alternative investments. See "Special Factors - Purpose of and
Reasons for the Transaction."

Effects of the Transaction

If the Transaction and the Amendment are approved and the
remaining conditions to the Transaction are met or waived, the
Merger will be effected and in connection therewith, the Assets and
liabilities of the Partnership will be transferred to the Purchaser
as the surviving entity in the Merger, the Partnership will cease
to exist and the Units of the Limited Partners will be redeemed for
approximately $775.45 per Unit in cash. Thereafter, Limited
Partners will cease to be owners of the Partnership and will no
longer bear the costs or benefits associated with such ownership.
See "Special Factors - Effects of the Transaction," "Special
Factors - Purpose of and Reasons for the Transaction - Costs and
Risks Associated with Continued Ownership" and "Special Factors -
Purpose of and Reasons for the Transaction - Benefits of the
Transaction."

The General Partners will not receive any payment in exchange
for the redemption of their general partnership interests nor will
they receive any fees from the Partnership in connection with the
Transaction. However, the Braults have a minority ownership
interest in the Purchaser, which will own the Assets following the
consummation of the Transaction. In addition, each of Brauvin
Management Company and Brauvin Financial, Inc., corporations owned,
in part, by Cezar M. Froelich and an affiliate of Jerome J. Brault,
will receive $55,140 from the Purchaser (not the Partnership) for
advisory services rendered in connection with the Transaction.

If the Transaction is not consummated, there can be no
assurance as to whether any future liquidation or disposition of
the Assets, either in whole or in part, will occur or on what terms
they might occur. However, if not approved, the Operating General
Partners will continue to operate the Partnership in accordance
with the terms of the Partnership Agreement and in fulfillment of
their fiduciary duties, including the review of any third-party
offers to purchase any or all of the Assets, in an effort to
enhance the Partnership's value on behalf of the Limited Partners.
In addition, the Operating General Partners will continue to
evaluate the various alternatives to the Transaction, as described
under the heading "Special Factors - Alternatives to the
Transaction" below. Such alternatives include: (i) continuing to
hold the Assets; (ii) individual property sales; (iii) an auction
of any or all of the properties; and (iv) solicitation of third-party
bids. The Operating General Partners have concluded that
such options are not in the best interest of the Limited Partners
at this time, particularly in light of the Purchaser's offer. The
Operating General Partners do not intend to actively solicit bids
for the Assets in the immediate future.

Valuation of the Assets; Fairness Opinion

Cushman & Wakefield Valuation Advisory Services ("Cushman &
Wakefield"), the largest real estate valuation and consulting
organization in the United States, was engaged by the Partnership
to prepare an appraisal of the Assets. Cushman & Wakefield was
subsequently engaged to provide an opinion as to the fairness of
the Transaction to the Limited Partners from a financial point of
view. Cushman & Wakefield valued the Assets at $30,183,300, which
is the total cash consideration to be paid by the Purchaser for the
Assets in connection with the Transaction. In addition, Cushman &
Wakefield has advised the Partnership that in its opinion, the
Transaction is fair to the Limited Partners from a financial point
of view. See "Special Factors - Valuation of the Assets; Fairness
Opinion."

Recommendations of the General Partners

The Operating General Partners have determined that the terms
of the Transaction are fair to the Limited Partners and, therefore,
recommend that the Limited Partners vote "FOR" the Transaction and
"FOR" the Amendment. The recommendations of the Operating General
Partners are, however, subject to conflicts of interest as
described herein. The Operating General Partners' determination of
fairness was based on the following factors in favor of the
Transaction: (i) use of an independent appraiser's valuation of the
Assets as a basis for the redemption price; (ii) the structure of
the transaction as a merger, whereby all of the Assets and the
liabilities of the Partnership are transferred to the Purchaser,
thereby eliminating the need for the Partnership to continue
operations with the less salable or valuable properties; (iii)
avoidance of certain potential transaction costs, such as
investment banking fees or real estate brokerage commissions, which
could have approximated $900,000 to $1,800,000 in the aggregate;
(iv) the willingness of the Purchaser to effect an all cash
transaction; (v) the independent fairness opinion rendered in
connection with the Transaction; (vi) the fact that the Partnership
is approaching the end of the originally anticipated holding period
for the Assets; (vii) the fact that the Transaction will be
effected with minimal representations and warranties by the
Partnership, thereby eliminating the need to escrow funds;
(viii) the flexibility granted to the Operating General Partners in
the Merger Agreement to pursue subsequent offers that can produce
a better return to the Limited Partners; (ix) the fact that a
majority in interest of the Limited Partners (in excess of 50%) is
required to approve the Transaction; (x) the average lease term of
the Assets and other risks associated with continuing to own the
Assets; (xi) the high cost of operating a publicly-held entity;
(xii) the lack of an established trading market for the Units;
(xiii) the comparison of the per Unit redemption price to current
and historical market prices; (xiv) the expressed desire of certain
Limited Partners to have their investment in the Partnership
liquidated; and (xv) the Operating General Partners' industry
knowledge regarding the marketability of properties with lease
terms similar to the Assets. In determining the fairness of the
Transaction, the Operating General Partners also considered the
following factors: (i) the affiliated nature of the Transaction
and other conflicts of interest; (ii) that there can be no
assurance that the cash redemption price received by the Limited
Partners in connection with the Transaction can be invested in
alternative investments that will generate a return equal to or
greater than that generated by the investment in the Partnership;
(iii) that the Limited Partners will no longer have an ownership
interest in the Assets and thus will not share in any potential
changes in their value; (iv) that there can be no assurances that
a better offer for the acquisition of the Assets may not be
available now or in the future; and (v) that the Limited Partners
may incur certain tax liabilities as a result of the Transaction.
Messrs. Froelich and Strosberg are not recommending the Transaction
since they believe that the most advantageous methodology for
determining a fair price for the Assets would be to seek third-party
offers through an arm's-length bidding process. See "Special
Factors - Recommendations of the General Partners" for a discussion
of the foregoing factors.

Conflicts of Interest

The Transaction is subject to certain conflicts of interest
as more fully described under the heading "Conflicts of Interest"
below. Such conflicts include: (i) that the Operating General
Partners are affiliated with the Purchaser, due to the minority
ownership interest of the Braults in such entity and, therefore,
they have an indirect economic interest in consummating the
Transaction that may be considered to be in conflict with the
economic interests of the Limited Partners; (ii) that each of
Brauvin Management Company and Brauvin Financial, Inc., which are
owned, in part, by Cezar M. Froelich and an affiliate of Jerome J.
Brault, will receive $55,140 from the Purchaser (not the
Partnership) for advisory services rendered in connection with the
Transaction; and (iii) that the General Partners have been granted
certain indemnification rights by each of the Partnership and the
Purchaser.

SPECIAL MEETING OF THE LIMITED PARTNERS

Special Meeting; Record Date

Pursuant to the terms of the Partnership Agreement, the
approval of the Limited Partners holding a majority of the Units is
required to approve the Transaction and to approve the Amendment.
A Special Meeting of the Limited Partners will be held on
August __, 1996, at the offices of the Partnership, 150 South
Wacker Drive, Chicago, Illinois 60606, at 9:00 a.m., local time, to
consider and vote upon the Transaction and the Amendment. The
Partnership Agreement provides that the General Partners may call
a special meeting of the Limited Partners, which special meeting
shall have a record date, for the purpose of determining the
Limited Partners entitled to vote, of not more than 60 days nor
less than 20 days prior to the date when ballots are delivered to
the Limited Partners. In accordance therewith, the close of
business on ________________, 1996 has been established as the
Record Date. Under the terms of the Partnership Agreement, only
the Limited Partners holding Units of record on the Record Date are
eligible to vote those Units on the proposals set forth in this
Proxy Statement. A Limited Partner holding Units of record as of
the Record Date will retain the right to vote on the proposals set
forth herein even if such Limited Partner sells or transfers such
Units after such date. As of the Record Date, the Partnership had
40,347 Units outstanding and entitled to vote, held of record by
2,642 Limited Partners. A list of the Limited Partners entitled to
vote at the special meeting will be available for inspection at the
executive offices of the Partnership at 150 South Wacker Drive,
Suite 3200, Chicago, Illinois 60606. There are no quorum
requirements with respect to the Special Meeting, however, if
Limited Partners holding a majority of the Units do not submit a
proxy or vote in person at the Special Meeting, neither the
Transaction nor the Amendment can be approved.

All Limited Partners are invited to attend the Special
Meeting. However, even those Limited Partners intending to attend
the Special Meeting are requested to complete and return the
enclosed proxy card promptly.

Procedures for Completing Proxies

Accompanying this Proxy Statement is a proxy card solicited
by and on behalf of the Partnership for use at the Special Meeting.
When a proxy card is returned, properly executed, the Units
represented thereby will be voted at the Special Meeting by the
Managing General Partner in the manner specified on the proxy card.
It is important that you mark, sign and date your proxy card and
return it in the enclosed, postage-prepaid envelope or by facsimile
to (214) 999-0323 or (214) 999-9348 as soon as possible. When
voting your proxy by facsimile, both sides of the proxy must be
transmitted. Delivery of your proxy does not prohibit you from
attending the Special Meeting. To be properly executed, the proxy
card must be signed by and bear the date of signature of the
Limited Partner voting the Units represented thereby. All
questions as to the form of documents and the validity of consents
will be determined by the Managing General Partner, which
determinations shall be final and binding. The Managing General
Partner reserves the right to waive any defects or irregularities
in any proxy.

Each Unit entitles the holder thereof to one vote with
respect to the proxies solicited hereby. Only holders of Units of
record on the record date may grant a proxy with respect to those
Units. IF UNITS STAND OF RECORD IN THE NAMES OF TWO OR MORE
PERSONS, ALL SUCH PERSONS MUST SIGN THE PROXY CARD. WHEN SIGNING
AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE THE FULL TITLE OF SUCH. IF A CORPORATION, THE PROXY
SHOULD BE SIGNED BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP'S NAME BY AN AUTHORIZED
PERSON. IF YOUR UNITS ARE HELD IN THE NAME OF A BROKERAGE FIRM,
BANK, NOMINEE OR OTHER INSTITUTION, ONLY SUCH INSTITUTION CAN SIGN
A PROXY WITH RESPECT TO YOUR UNITS AND CAN DO SO ONLY AT YOUR
DIRECTION. ACCORDINGLY, IF YOUR UNITS ARE SO HELD, PLEASE CONTACT
YOUR ACCOUNT REPRESENTATIVE AND GIVE INSTRUCTIONS FOR A PROXY TO BE
SIGNED WITH RESPECT TO YOUR UNITS.

A Limited Partner in favor of the Transaction and the
Amendment should mark the "FOR" boxes on the enclosed proxy card,
date and sign the proxy and mail it promptly in the enclosed
postage-prepaid envelope or fax a copy to (214) 999-9323 or
(214) 999-9348. When voting your proxy by facsimile, both sides of
the proxy card must be transmitted. If a proxy card is executed
but no indication is made as to what action is to be taken, it will
be deemed to constitute a vote "FOR" the Transaction and "FOR" the
Amendment. By consenting to the Transaction and the Amendment, the
Limited Partners irrevocably appoint the Managing General Partner,
or his designee, as their attorney-in-fact to execute and deliver
such documents as are necessary to effect the Transaction and the
Amendment.

AS THE CONSENT OF THE LIMITED PARTNERS HOLDING A MAJORITY IN
INTEREST OF THE OUTSTANDING UNITS IS NECESSARY TO CONSUMMATE THE
PROPOSED TRANSACTION AND TO ADOPT THE AMENDMENT, FAILURE TO RETURN
A PROXY IN A TIMELY MANNER OR TO VOTE AT THE SPECIAL MEETING,
ABSTENTION FROM VOTING OR A BROKER NON-VOTE WILL EACH HAVE THE SAME
EFFECT AS A VOTE "AGAINST" THE TRANSACTION AND "AGAINST" THE
AMENDMENT.

Questions and requests for assistance or for additional
copies of the Proxy Statement and proxy card may be directed to the
Partnership's Information Agent, The Herman Group, Inc., 2121 San
Jacinto Street, 26th Floor, Dallas, Texas 75201, (800) 992-6145.
In addition to soliciting proxies by mail, proxies may be solicited
in person and by telephone or telegraph. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the proxy solicitation.

Votes Required

Pursuant to the terms of the Partnership Agreement and the
Act, the vote of the Limited Partners owning a majority of the
Units (in excess of 50%) is necessary to approve the Transaction
and the Amendment. Each Unit entitles the holder to one vote on
each matter submitted to a vote of the Limited Partners. If a
majority in interest of the Limited Partners consent to the
Transaction and the Amendment and certain other conditions are met,
the Transaction will be consummated. The Operating General
Partners believe that if both the Transaction and the Amendment are
not approved by the Limited Partners owning a majority of the
Units, the Transaction will not be completed.

Solicitation Procedures

The Partnership has retained The Herman Group, Inc. to act
as Information Agent and for advisory services in connection with
this proxy solicitation. In connection therewith, The Herman
Group, Inc. will be paid reasonable and customary compensation and
will be reimbursed for its reasonable out-of-pocket expenses, as
described herein. See "Special Factors - Costs Associated with the
Transaction." The Partnership has also agreed to indemnify The
Herman Group, Inc. against certain liabilities and expenses
including, liabilities and expenses under federal securities laws.

The Partnership will not pay any fees or commissions to any
broker or dealer or other person (other than to The Herman Group,
Inc.) for soliciting proxies pursuant to this solicitation. Banks,
brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward the solicitation material to the
customers for whom they hold Units, and the Partnership will
reimburse them for reasonable mailing and handling expenses
incurred by them in forwarding proxy materials to their customers.

Revocation of Proxies

A proxy executed and delivered by a Limited Partner may
subsequently be revoked by submitting written notice of revocation
to the Partnership. A revocation may be in any written form
validly signed by a Limited Partner as long as it clearly states
that such Limited Partner's proxy previously given is no longer
effective. To prevent confusion, the notice of revocation must be
dated. Notices of revocation should be delivered to The Herman
Group, Inc., 2121 San Jacinto Street, 26th Floor, Dallas, Texas
75201, (800) 992-6145. A Limited Partner may also revoke its proxy
by attending the Special Meeting and voting in person. If a
Limited Partner signs, dates and delivers a proxy to the
Partnership and, thereafter, on one or more occasions dates, signs
and delivers a later-dated proxy, the latest-dated proxy card is
controlling as to the instructions indicated therein and supersedes
such Limited Partner's prior proxy as embodied in any previously
submitted proxy card.

TERMS OF THE TRANSACTION

The Merger Agreement

The Partnership, Brauvin High Yield Fund L.P., a Delaware
limited partnership affiliated with the Partnership, and Brauvin
Income Plus L.P. III, a Delaware limited partnership affiliated
with the Partnership, and the Purchaser entered into the Merger
Agreement as of June 14, 1996, pursuant to which the Partnership
has agreed to merge (through a merger of its partnership interests)
with and into the Purchaser, subject to the conditions set forth
therein. The summary of the Merger Agreement which is set forth
below is qualified in its entirety by reference to the complete
form of Merger Agreement, which is available for inspection and
copying by any interested Limited Partner, or its representative
who has been so designated by the Limited Partner, at the
Partnership's principal executive offices during regular business
hours. A copy of the Merger Agreement shall also be sent to any
Limited Partner or duly designated representative thereof, at such
Limited Partner's expense, upon receipt of the written request of
such Limited Partner.

The Merger Agreement provides, and the Purchaser intends,
that as soon as practicable after satisfaction or waiver of the
conditions to the Transaction, including approval thereof by the
Limited Partners, the Purchaser shall file a certificate of merger
with the Secretary of State of Delaware and the Partnership shall
be merged with and into the Purchaser. The Transaction shall
become effective at such time as is specified in the certificate of
merger. Following the Transaction, the Purchaser shall continue as
the surviving entity and the Partnership shall cease to exist. The
Purchaser, as the surviving entity, shall succeed to and possess
all of the rights, privileges and powers of the Partnership, whose
Assets shall vest in the Purchaser, who shall thereafter be liable
for all of the liabilities and obligations of or any claims or
judgments against the Partnership. The Articles of Organization of
the Purchaser shall thereafter be the Articles of Organization of
the surviving entity. As a result of the Transaction, all of the
Units will be converted into the right to receive approximately
$775.45 per Unit in cash. The redemption price is based on the
fair market value of the Assets as determined by an independent
appraiser, plus Available Cash, as hereinafter defined, of the
Partnership as of the Effective Time, less earnings of the
Partnership after July 31, 1996, less the Transaction Costs and
less liabilities of the Partnership not otherwise deducted in
computing Available Cash.

For purposes of this computation, "Available Cash" means the
amount of cash and cash equivalents held by or at the direction of
the Partnership after deducting any amounts then owned, accrued or
reserved by the Partnership for goods, services or liabilities of
any nature or description.

The Purchaser and the Partnership will select a person or
entity to act as the redemption agent (the "Redemption Agent"). At
the Effective Time, the Purchaser shall deposit with the Redemption
Agent an aggregate amount equal to the aggregate redemption price
in the Merger. The Redemption Agent shall deliver to the
Partnership all the funds held by it for purposes of the Merger.
See "Terms of the Transaction - Determination of Redemption Price"
and "Special Factors - Valuation of the Assets; Fairness Opinion."

If the Closing Conditions, as hereinafter defined, are met,
the Transaction is expected to be effected on or before
September 15, 1996. Should the Transaction not be consummated by
September 15, 1996, the financing to consummate the Transaction may
not be available. In order to meet certain other interim deadlines
established by the Purchaser, the Transaction must be approved by
the Limited Partners no later than August 15, 1996.

Representations and Warranties of the Parties

Pursuant to the Merger Agreement, the Purchaser has
represented and warranted to the Partnership that: (i) it is a
limited liability company duly formed and in good standing under
the laws of the State of Delaware with the requisite authority to
carry on the business it will conduct following the Merger; (ii) it
has the requisite power and authority to enter into the Merger
Agreement and perform its obligations thereunder; and (iii) all
government approvals and notices which are required for it to
effect the Merger have been obtained or been properly filed, except
those approvals or filings where the failure to make such filing or
obtain authorization, consent or approval will not have a material
adverse affect on the Purchaser.

Pursuant to the Merger Agreement, the Partnership has
represented and warranted to the Purchaser that: (i) it is a
limited partnership duly formed and validly existing and in good
standing under the laws of the State of Delaware; (ii) it has the
requisite power to carry on its business; (iii) it has 40,347
issued and outstanding Units; (iv) it has the requisite power and
authority to enter into the Merger Agreement, subject to the
approval of the Limited Partners; (v) except as otherwise
disclosed, entering into the Merger Agreement will not violate,
conflict with, or result in a breach of any provision of, or
constitute a default under, or result in the termination of, or
accelerate the performance required by, or result in a right of
termination or acceleration under, or result in the creation of any
lien upon any of the Assets under any of the terms, conditions or
provisions of the Partnership's organizational documents or
Partnership Agreement, any note, bond, mortgage, indenture, deed of
trust, license, lease, agreement or other instrument or obligation
which the Partnership is a party to, or violate any statute, rule
or regulation or preclude the Partnership or any of its Assets,
except as otherwise disclosed; (vi) the Partnership has made all
required filings with the Securities and Exchange Commission;
(vii) the Partnership has no liabilities other than those disclosed
on its balance sheet provided pursuant to the Merger Agreement;
(viii) there has been no adverse changes in the Partnership's
financial condition since the preparation of the financial
statements provided pursuant to the Merger Agreement; (ix) to the
knowledge of the Partnership there is no action or proceeding or
investigation pending, threatened against or involving the
Partnership or any of its Assets or rights of the Partnership and
to the Partnership's knowledge, any liabilities which if adversely
determined would individually or in the aggregate have a material
adverse affect on the condition of the Partnership; and (x) the
Partnership will provide to the Purchaser a true, correct and
complete set of all files, documents and other written materials
relating to each parcel of real property held by the Partnership
and all buildings and improvements thereon including, without
limitation, copies of environmental reports, letters of credit or
other credit enhancement instruments, title insurance policies,
hazard insurance policies, flood insurance policies and other
insurance policies, all balance sheets, operating statements and
other financial statements, all existing engineering reports, soil
studies and reports, plans, specifications, architectural and
engineering drawings, completion agreements, arrangements,
warranties, commitments and other similar reports, studies and
items, leases and contracts, property management and leasing
brokerage agreements and other writings whatsoever.

Additional Agreements

The Partnership agreed to file a proxy statement soliciting
approval of the Limited Partners for both the Transaction and the
Amendment and to hold a meeting of the Limited Partners as soon as
practicable thereafter.

The Operating General Partners have agreed that, if required
pursuant to their fiduciary obligation, they will respond to any
unsolicited inquiry, contract or proposal made by a third party to
the Partnership (an "Alternative Proposal"), and nothing in the
Merger Agreement shall prohibit any of the General Partners from
responding to such Alternative Proposal, making any required
disclosures under Federal securities laws or providing information
regarding the Partnership to the party making such Alternative
Proposal, negotiating with such party in good faith, terminating
the Merger Agreement or taking any other action, provided, however,
that the Partnership agrees to give the Purchaser reasonable notice
of any such response, negotiations or other matters, as well as a
reasonable opportunity to respond, taking into account in good
faith that the facts and circumstances were valid at the time of
such response, negotiation or other matters. In the event the
Merger Agreement is terminated due to the consummation of an
Alternative Proposal, Purchaser shall be entitled to a fee equal to
1.0% of the merger consideration.

Conditions to Closing the Transaction

The respective obligations of each party to effect the
Transaction shall be subject to the fulfillment at or prior to the
Effective Time of each of the following conditions which may be
waived, in whole or in part, only by written agreement of the
Partnership and the Purchaser: (i) all approvals, notices,
filings, registrations and authorizations of any governmental
authority required for consummation of the Transaction shall have
been obtained or made; (ii) approval of the Transaction by Limited
Partners holding a majority of Units shall have been obtained;
(iii) no preliminary or permanent injunction or other order, decree
or ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission,
nor any statute, rule, regulation or executive order promulgated or
enacted by a governmental authority shall be in effect which would
prevent the consummation of the Transaction.

The obligation of the Partnership to effect the Transaction
is also subject to the fulfillment at or prior to the Effective
Time of each of the following conditions which may be waived, in
whole or in part, by the Partnership: (i) the Purchaser shall in
all material respects have performed each obligation to be
performed by it under the Merger Agreement on or prior to the
Effective Time; (ii) the representations and warranties of the
Purchaser set forth in the Merger Agreement and described above
shall be true and correct in all material respects at and as of the
Effective Time as if made at and as of such time, except to the
extent that any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall
have been true and correct as of such date; (iii) the Partnership
shall have received a certificate of the Purchaser, dated the
Closing Date, signed by the manager of the Purchaser, to the effect
that the conditions specified in sections (i) and (ii) above have
been fulfilled; (iv) a favorable opinion of Cushman & Wakefield as
to the fairness of the redemption price to the Limited Partners,
from a financial point of view, shall have been delivered to the
Partnership; and (v) no later than the earlier of: (A) July 15,
1996; or (B) the date of the mailing of this Proxy Statement, the
Purchaser shall have delivered to the Partnership a commitment
letter executed by a financial institution or other financing
source providing for debt financing in an amount at least equal to
$58,000,000 and on terms commercially reasonable from the point of
view of the Partnership as the selling party in the Transaction.

The obligation of the Purchaser to effect the Transaction is
also subject to the fulfillment at or prior to the Effective Time,
or such earlier date as specified therein, of each of the following
conditions which may be waived in whole or in part by the
Purchaser: (i) the Partnership shall in all material respects have
performed each obligation to be performed by it under the Merger
Agreement on or prior to the Effective Time; (ii) the Partnership
shall have cash available and not restricted equal to and
replacement reserves estimated to be $1,126,500 and $515,500,
respectively; (iii) the Purchaser shall have received certificates
of the Partnership, dated the Closing Date, to the effect that the
conditions specified in sections (i) and (ii) have been fulfilled;
(iv) the Purchaser shall have received evidence, in form and
substance reasonably satisfactory to its counsel, that such
licenses, permits, consents, approvals, waivers, authorizations,
qualifications and orders of domestic governmental authorities and
parties to contracts and leases with the Partnership as are
necessary in connection with the consummation of the transactions
contemplated in the Merger Agreement (excluding licenses, permits,
consents, approvals, authorizations, qualifications or orders, the
failure to obtain which after the consummation of the transactions
contemplated hereby, in the aggregate, will not have a material
adverse effect on the condition of the Partnership); (v) no action,
suit or proceeding before any court or governmental authority shall
have been commenced and be pending by any person against the
Partnership or the Purchaser or any of their affiliates, partners,
officers or directors seeking to restrain, prevent, change or delay
in any material respect any of the terms or provisions of the
Transaction or seeking material damages in connection therewith;
(vi) the Purchaser, its manager and its lenders shall have received
the favorable legal opinion of Holleb & Coff, counsel to the
Partnership, and Prickett, Jones, Elliott, Kristol & Schnee,
special Delaware counsel to the Partnership, with respect to
certain corporate and partnership matters; (vii) receipt by the
Purchaser of debt and equity financing which in its sole judgement
is satisfactory; (viii) the Partnership shall not have undergone a
material adverse change in its condition or its ability to perform
its obligations under the Merger Agreement; (ix) the Purchaser
shall have determined that the legal, accounting and business due
diligence investigation of the Partnership to be conducted by or on
behalf of the Purchaser, including, without limitation, any
information obtained from the Disclosure Schedule to be attached as
an exhibit to the Merger Agreement, has not revealed that
proceeding with the Transaction would be inadvisable or contrary to
the Purchaser's best interests; (x) the Partnership shall not have
made a distribution of earnings with respect to any Units from June
14, 1996 through the Effective Time; (xi) the Purchaser shall have
received from the Partnership an environmental assessment of each
Asset, and the Purchaser shall have completed its review of such
Environmental Reports and the Purchaser shall be satisfied in its
reasonable discretion that: (A) the Purchaser will not be exposed
to unacceptable risk, liability or obligation as a consequence of
the Merger Agreement and the Transaction contemplated thereby; and
(B) the Purchaser will not be subject to any material adverse,
unusual or onerous agreements, conditions, liabilities or
obligations to which the Partnership is a party; (xii) the
Purchaser shall have completed its review of the assets and
business of the Partnership and found them to be satisfactory to it
in its reasonable discretion; (xiii) the Partnership, at its own
expense, shall have ordered and delivered to the Purchaser an
owner's title insurance policy (ALTA Owner's Policy Form B-1970
(rev. 10/17/70 and 10/17/84)) if available with respect to each
Asset (or an endorsement of existing policies in favor of the
Purchaser), insuring the Purchaser and issued as of the Closing
Date by a title insurance company reasonably satisfactory to the
Purchaser, in such amount(s) as may be reasonably satisfactory to
Purchaser, showing fee simple title thereto to be vested in the
Purchaser, subject in each case only to permitted liens, with
extended coverage over all general exceptions, if available, a
zoning endorsement in the form of ALTA endorsement Form 3.1 and
such other endorsements as the Purchaser shall reasonably request,
if available; (xiv) the Partnership, at its own expense, shall have
ordered and delivered to the Purchaser surveys of each Asset for
which title insurance is being obtained, dated not earlier than
March 31, 1996, prepared by a licensed surveyor, and certified to
the Purchaser and the title insurance company, as having been
prepared in accordance with American Land Title Association land
survey standards, and showing all material improvements to be
within lot, side lot, rear lot and setback lines. Such surveys
shall reveal no material encroachments on each Asset and be
sufficient to enable to title company issuing the title policies
described in section (xiii) above to issue same with full extended
coverage, if available; and (xv) the Partnership shall have
delivered to the Purchaser such further information, documents and
instruments as the Purchaser shall reasonably require.

Determination of Redemption Price

The fair market value of the Assets as determined by Cushman
& Wakefield, an independent appraiser, is $30,183,300. As of June
19, 1996, cash on hand was $1,311,900. The Operating General
Partners have estimated that net earnings from June 20, 1996 to
July 31, 1996 will be approximately $353,900. The Operating
General Partners have also estimated that the Transaction Costs
will be approximately $434,900 of which $19,739 have been paid by
the Partnership to date and that other Partnership liabilities
(excluding Transaction Costs) will be approximately $127,000 as of
the Effective Time. Therefore, the Operating General Partners
believe the estimated redemption price per Unit to be as follows:

Appraised value of the Assets $30,183,300

Cash on hand as of June 19, 1996 1,311,900

Estimated earnings through July 31, 1996 353,900

Available cash 1,665,800

Estimated Transaction Costs ( 434,900)

Other estimated Partnership
liabilities ( 127,000)

Estimated cash available for
distribution $31,287,200

Number of Units 40,347

Estimated redemption price per Unit $ 775.45

The redemption price per Unit will be adjusted for changes
occurring prior to the Effective Time in the items set forth above.
The General Partners will not receive any payment in exchange for
the redemption of their general partnership interests nor will they
receive any fees from the Partnership in connection with the
Transaction. However, the Transaction is subject to certain
conflicts of interest, including the fact that the Braults have a
minority ownership interest in the Purchaser. See "Conflicts of
Interest."

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transaction
contemplated hereby may be abandoned, by written notice promptly
given to the other parties hereto, at any time prior to the
Effective Time, whether prior to or after Limited Partner approval
of the Transaction: (i) by mutual written consent of the Purchaser
and the Partnership; (ii) by either the Purchaser or the
Partnership, if a court of competent jurisdiction or governmental,
regulatory or administrative agency or commission shall have issued
an order, decree or ruling or taken any other action, in each case
permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by the Merger Agreement and such order,
decree, ruling or other action shall have become final and
nonappealable; (iii) by either the Purchaser or the Partnership, if
the Effective Time shall not have occurred on or before the
Termination Date, unless the absence of such occurrence shall be
due to the failure of the party seeking to terminate the Merger
Agreement to perform in all material respects each of its
obligations under the Merger Agreement required to be performed by
it prior to the Effective Time; (iv) by either the Purchaser or the
Partnership, if Limited Partner approval of the Transaction shall
not be obtained; (v) by the Purchaser, if the Partnership shall
have withdrawn, modified or amended in any respect its approval of
the Transaction; (vi) by the Purchaser, if the Partnership fails to
perform in all material respects its obligations under the Merger
Agreement; (vii) by the Purchaser, if there shall have occurred a
material adverse change in the condition of the Partnership since
the date of the Merger Agreement; (viii) by the Partnership, if the
Purchaser fails to perform in all material respects its obligations
under the Merger Agreement; (ix) by the Purchaser, if the
Partnership shall have settled or compromised any lawsuit or other
designated action without the prior written consent of the
Purchaser, unless such settlement or compromise: (A) requires the
payment of money by the Partnership in an amount which, when
aggregated with the amount of money paid or payable in connection
with all other designated actions, does not exceed $15,000; and
(B) does not include any other material term or condition to which
the Purchaser shall reasonably object; (x) by the Purchaser, if,
prior to the Effective Time, the representations and warranties of
the Partnership set forth in the Merger Agreement shall not be true
and correct in all material respects at any time as if made as of
such time, except to the extent that any such representation or
warranty is made as of a specific date, in which case such
representation or warranty shall have been true and correct as of
such date; or (xi) by the Partnership, if there shall have been a
failure of the Purchaser to obtain the necessary commitment for
financing as described herein. In the event the Merger Agreement
is terminated due to the confirmation of an Alternative Proposal,
Purchaser shall be entitled to a fee equal to 1.0% of the merger
consideration.

Amendment of the Merger Agreement

The Merger Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties
hereto; provided, however, that after Limited Partner approval of
the Transaction has been obtained, no amendment may be made which
changes the amount of cash to be paid for the Units, or effects any
change which would adversely affect the Limited Partners without
further Limited Partner approval.

Amendment of Partnership Agreement

Consummation of the Transaction is subject to approval by the
Limited Partners owning a majority of the Units. In addition, the
Act provides that a merger must also be approved by the general
partners of a partnership, unless the limited partnership agreement
provides otherwise. Because the Partnership Agreement is silent on
this matter and because not all of the General Partners are
recommending the Transaction, the Limited Partners are being asked
to adopt the Amendment, which allows the vote of the Limited
Partners owning a majority of the Units to determine the outcome of
the Transaction without a vote of the General Partners. Upon
approval of the Amendment, the vote of the Limited Partners owning
a majority of the Units will be the only vote necessary to approve
the Transaction. Failure to approve the Amendment would likely
preclude the consummation of the Merger even if the Merger were
approved by the Limited Partners holding a majority of the Units.

Related Transactions

In addition to the Transaction, the Purchaser has proposed
a series of mergers and an asset purchase (the "Affiliated
Transactions") with Brauvin High Yield Fund L.P., Brauvin Income
Plus L.P. III and Brauvin Corporate Lease Program IV L.P., which
partnerships are affiliates of the Partnership (the "Affiliated
Limited Partnerships"). Each of the Affiliated Limited
Partnerships has investment objectives substantially identical to
the Partnership and owns property similar to the types of
properties owned by the Partnership. The Partnership is a joint
venture partner with certain of the Affiliated Limited
Partnerships, which joint ventures own one or more properties. See
"Certain Information About the Partnership, Its General Partners
and Their Affiliates - Description of the Assets." The approval of
the limited partners of each of the Affiliated Limited Partnerships
to the Affiliated Transactions is being solicited concurrently with
the Partnership's solicitation pursuant to this Proxy Statement.
It is a condition to the effectiveness of the Transaction that the
limited partners of each of the Affiliated Limited Partnerships
approve the Affiliated Transactions. This condition may be waived
by the Purchaser in its sole discretion.

INCOME TAX CONSEQUENCES OF THE TRANSACTION

Certain Federal Income Tax Consequences

The following summary, based upon current law, is a general
discussion of certain material federal income tax consequences of
the conversion of a Unit into the right to receive cash pursuant to
the Merger. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), applicable Treasury regulations
thereunder and administrative rulings and judicial authority as of
the date of this Proxy Statement. All of the foregoing are subject
to change, and any such change could affect the continuing accuracy
of this summary. This summary does not discuss all aspects of
federal income taxation that may be relevant to a particular
Limited Partner in light of such Limited Partner's specific
circumstances or to certain types of Limited Partners subject to
special treatment under the federal income tax laws (for example,
foreign persons, dealers in securities, banks, insurance companies
and tax-exempt organizations), and it does not discuss any aspect
of state, local, foreign or other tax laws. No ruling has been (or
will be) sought from the Internal Revenue Service, and no opinion
of legal counsel will be rendered, as to the anticipated federal
income tax consequences of the Merger. This summary is based on
the assumption that the Partnership is a partnership for federal
income tax purposes and that, although the Partnership is a
"publicly traded partnership" within the meaning of Section 7704 of
the Code (i.e., subject to taxation as a corporation), it is not
currently subject to the operative provisions of Section 7704 of
the Code under an effective date grandfathering provision.

The receipt of the right to receive cash pursuant to the
Merger will be a taxable transaction for federal income tax purpose
and may also be a taxable transaction under applicable state,
local, foreign and other tax laws. For federal income tax
purposes, Limited Partners generally will recognize gain or loss
equal to the difference between: (i) the "amount realized" in
respect of a Unit in the Partnership that is converted into a right
to receive cash pursuant to the Merger; and (ii) the Limited
Partner's adjusted tax basis in the Unit. The "amount realized"
with respect to a Unit will be equal to the sum of the amount of
cash to be received by the Limited Partner of the Unit pursuant to
the Merger plus the Limited Partner's allocable share of
liabilities of the Partnership attributable to the Unit as
determined under Section 752 of the Code and the Treasury
regulations promulgated thereunder. A Limited Partner's adjusted
tax basis in a Unit (whether acquired by purchase or capital
contribution), in general, will be the original cost of the Unit
adjusted to reflect the allocable share of the Partnership's income
and losses, minus distributions to the Limited Partner with respect
to the Unit, plus the Limited Partner's allocable share of
liabilities of the Partnership attributable to the Unit as
determined under Section 752 of the Code. In addition, the
adjusted tax basis in a Unit owned by a Limited Partner that
participated in the Partnership's distribution reinvestment plan
would in general be increased by any amounts recontributed by such
Limited Partner to the Partnership pursuant to the distribution
reinvestment plan. Any Limited Partner that participated in the
distribution reinvestment plan should contact his or her own tax
advisor to determine the adjusted tax basis in his or her Units.

In general, the amount realized by a Limited Partner on a
disposition of a Unit pursuant to the Merger less such Limited
Partner's adjusted tax basis in the Unit will be treated as a
capital gain or loss if the Unit was held by the Limited Partner as
a capital asset. Any capital gain or loss will be treated as
long-term capital gain or loss if the Limited Partner's holding
period for the Unit exceeds one year. Under present law, long-term
capital gains will generally be taxed at a maximum federal marginal
tax rate of 28% (in the case of individuals) or 35% (in the case of
corporations), whereas the maximum federal marginal tax rate for
ordinary income is 39.5% (in the case of individuals) or 35% (in
the case of corporations). Certain limitations apply to the
deductibility of capital losses under the Code. In the case of a
corporation, capital losses are deductible only to the extent of
capital gains. An individual may deduct up to $3,000 of capital
losses in excess of the amount of his or her capital gains against
ordinary income. Excess capital losses generally can be carried
forward to succeeding years (a corporation's carry forward period
is five years and an individual can carry forward such losses
indefinitely); in addition, corporations are allowed to carry back
excess capital losses to the third preceding taxable year.

However, under Section 751 of the Code, the difference
between the portion of the amount realized by a Limited Partner
that is attributable to "unrealized receivables" (which includes
recapture of depreciation) and "substantially appreciated
inventory" over the portion of the Limited Partner's adjusted tax
basis in the Unit that is allocable to such items will be taxed as
ordinary income or loss rather than capital gain or loss. A
Limited Partner's adjusted tax basis in a Unit allocable to
"unrealized receivables" and "substantially appreciated inventory"
will be determined by reference to the Partnership's tax basis in
these items, which amount could be less than the Limited Partner's
adjusted tax basis in the Unit otherwise allocable to these items.
Because a Limited Partner's adjusted tax basis in his or her Unit
will be allocated to "unrealized receivables" and "substantially
appreciated inventory" based on the Partnership's tax basis in
these items. A Limited Partner may realize an overall loss on the
disposition of his or her Unit, but have to realize ordinary income
on the Section 751 portion of the disposition, which will
correspondingly increase the capital loss on the remaining portion
of the disposition.

Under Section 469 of the Code, a taxpayer that is an
individual, estate, trust, closely held corporation or personal
service corporation generally can deduct passive activity losses
from a passive activity against passive activity income received
from other passive activities, but cannot deduct such losses from
other types of income. In the case of a publicly traded
partnership (including a publicly traded partnership that is not
subject to the publicly traded partnership provisions of the Code),
the passive activity loss limitation is applied separately to each
publicly traded partnership. Accordingly, income or gain realized
by a Limited Partner from the Partnership cannot be offset by
passive losses generated by other passive activities of the Limited
Partner. However, upon a complete disposition by a Limited Partner
of its Units pursuant to the Merger, a Limited Partner's allocable
share of the net losses (if any) of the Partnership that were
suspended under the passive loss rules of Section 469 of the Code
generally would be currently deductible. In the absence of a
complete disposition of Units by a Limited Partner, the
deductibility of such suspended passive losses (if any) may be
limited.

A Limited Partner (other than certain exempt Limited Partners
including, among others, all corporations and certain foreign
individuals) who delivers a Unit pursuant to the Merger may be
subject to a 31% backup withholding unless the Limited Partner
provides a taxpayer identification number ("TIN") and certifies
that the TIN is correct or properly certifies that he is awaiting
a TIN. A Limited Partner who does not furnish a TIN may be subject
to a penalty imposed by the Internal Revenue Service. A Limited
Partner may avoid backup withholding by properly completing and
signing a Form W-9. If backup withholding applies to a Limited
Partner, the Partnership is required to withhold 31% from payments
to such Limited Partner. Backup withholding is not an additional
tax. Rather, the amount of the backup withholding can be credited
against the federal income tax liability of the person subject to
the backup withholding. If backup withholding results in an
overpayment of tax, a refund can be obtained by the Limited Partner
upon filing an income tax return.

Pursuant to Section 897 of the Code, gain or loss realized
by a foreign person on the disposition of an interest in a
partnership is subjected to federal income tax to the extent the
amount realized on such sale is attributable to United States real
property interests. 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 Partnership, however, will not be
required to withhold 10% of the amount realized by any Limited
Partner if the Limited Partner furnishes an affidavit stating,
under penalty of perjury, the Limited Partner's TIN, that such
Limited Partner is not a foreign person and the Limited Partner's
address.

Differing Tax Treatment of the Limited Partners

At the time of subscription, those Limited Partners not in
need of passive income elected to be classified as "Taxable Limited
Partners." Investors that were tax-exempt or seeking passive
income to offset passive losses from other investments elected to
be classified as "Tax-Exempt Limited Partners." The Partnership
Agreement contains a special allocation provision which allocates
all of the depreciation allocable to the Limited Partners to the
Taxable Limited Partners. In all other respects, the Taxable
Limited Partners and the Tax-Exempt Limited Partners have been and
will be treated alike. Due to the special allocation of
depreciation, which resulted in the Taxable Limited Partners
receiving certain benefits, such as increased amounts of
depreciation deductions and "tax-sheltered cash flow" (i.e., cash
distributions in excess of taxable income), in the early years of
the Partnership's existence, the Taxable Limited Partners were
subject to certain risks, including: (i) allocation of a greater
amount of gain upon the sale of properties which, if such
depreciation deductions are used and not carried forward under the
"passive loss rules," will result in greater tax liability without
receiving greater cash distributions; and (ii) receipt of smaller
cash distributions on the liquidation of the Partnership and/or the
sale of the Assets if there is a loss on the sale of the Assets,
which differ from those to which the Tax-Exempt Limited Partners
will be subject. Limited Partners are urged to consult with their
tax advisors regarding this issue.

As a result of the allocation of these losses to Taxable
Limited Partners, their tax basis in their Units was reduced.
Therefore, these Limited Partners will likely recognize more
taxable income on the Transaction. However, a portion of such
additional income may be offset by prior losses which were limited
under the passive loss rules. The Tax-Exempt Limited Partners may
or may not be subject to tax on the Transaction. Limited Partners
are urged to consult with their tax advisors regarding this issue.

THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE BASED
UPON PRESENT LAW, ARE FOR GENERAL INFORMATION ONLY AND DO NOT
PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX
EFFECTS WHICH MAY APPLY TO A LIMITED PARTNER. THE TAX CONSEQUENCES
TO A PARTICULAR LIMITED PARTNER MAY BE DIFFERENT FROM THE TAX
CONSEQUENCES TO OTHER LIMITED PARTNERS, INCLUDING THE APPLICATION
AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS, AND THUS, LIMITED
PARTNERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
INCOME TAX CONSEQUENCES OF THE MERGER.

SPECIAL FACTORS

Purpose of and Reasons for the Transaction

The principal purpose of the Transaction is to cause the
transfer of the Assets and the liabilities of the Partnership to
the Purchaser in return for cash proceeds which will be distributed
to the Limited Partners through the redemption of their Units.
Promptly upon consummation of the Transaction, the Units of the
Limited Partners will be redeemed for approximately $775.45 per
Unit in cash.

Background and Operational History of the Partnership

The Partnership is a Delaware limited partnership organized
on May 3, 1988 to raise funds from investors to acquire debt-free
ownership of existing, free-standing, income-producing retail,
office or industrial real properties predominantly all of which
will involve triple-net leases. The Partnership completed its
public offering on September 30, 1989 and raised a total of
$38,923,000. As of December 31, 1995, the Partnership had also
raised an additional $3,914,384 through its distribution
reinvestment plan. As of the date hereof, the Partnership owns the
land and buildings underlying 28 properties as well as a 51%
interest in a Scandinavian Health Spa and a 99% interest in a joint
venture which owns the land and buildings underlying six Ponderosa
restaurants. See "Certain Information about the Partnership, Its
General Partners and their Affiliates - Description of the Assets."
All of the properties of the Partnership are under lease.

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $3,582,492, $3,478,020 and $3,569,741, respectively.
Because of the decision to present the Transaction to the Limited
Partners, the Operating General Partners have determined that no
further distributions of operating cash flow will be made by the
Partnership to the Limited Partners prior to consummation or
termination of the Transaction. The Operating General Partners
have also determined that the Partnership will not repurchase Units
from Limited Partners during this period. See "Certain Information
About the Partnership, Its General Partners and their Affiliates -
Distributions."

The Partnership is the second of a series of affiliated
limited partnerships formed to acquire similar properties. The
Partnership's Prospectus dated June 17, 1988 (the "Prospectus")
states that the anticipated holding period for the Partnership's
properties is no more than seven to ten years. The properties
acquired by the Partnership are therefore nearing the end of their
anticipated holding periods. Except for Brauvin Corporate Lease
Program IV L.P., the properties acquired by the Affiliated Limited
Partnerships are near the end of the period in which it was
anticipated that such properties would be sold. As a result, the
Operating General Partners began investigating options for the
liquidation of the properties held by the Partnership and the
Affiliated Limited Partnerships.

Actions Resulting in the Transaction; Mitigation of Conflicts

Over the past few years, in an attempt to enhance Limited
Partner value with respect to the Units, the Operating General
Partners approached several investment banking firms regarding
various strategies and alternatives available to the Partnership,
including the liquidation of the Assets and return the proceeds
from such liquidation to the Limited Partners. Although numerous
meetings were held with representatives from such investment banks,
no viable value enhancement scenarios were formulated. During the
past several months the Operating General Partners increased their
activity with respect to formulating a liquidation strategy, as the
Partnership is at the end of the anticipated holding period of
seven to ten years for its properties. As a result of recent
conversations with persons familiar with the triple-net lease
industry, it was determined that the rapidly approaching
termination dates for many of the leases governing the
Partnership's properties caused such properties to fall outside of
the acquisition parameters and standards of several organizations
interested in acquiring a portfolio of triple-net lease properties
and thus limited the salability of the Partnership's portfolio. As
a result of the Operating General Partners consideration of an exit
strategy, the Braults began to actively pursue the possibility of
acquiring the Assets from the Partnership. In attempting to obtain
the necessary financing to effect this purchase, the Braults met
with various third-party debt and equity sources who negotiated and
structured the terms of the Transaction on behalf of the Purchaser
so as to allow the Purchaser to consummate the Transaction on an
all cash basis. In connection with the negotiation of the
financing arrangements, the terms of the Transaction and the
ownership structure of the Purchaser, each party, including the
Purchaser, the Partnership, the debt and equity participants and
the General Partners, were represented by separate professionals
experienced in transactions of this type. The retention of such
professionals was deemed to be important in order to mitigate the
potential conflicts of interest inherent in the Transaction. The
redemption price was based on the independent appraisal of Cushman
& Wakefield, who was retained by the Partnership in connection with
the Partnership's annual valuation of the Assets, prior to any
discussions of the Transaction with Cushman & Wakefield and the
terms of the Transaction were negotiated with the assistance of
counsel to the Purchaser and counsel to the Partnership. In
addition, Cushman & Wakefield was retained to provide an opinion
that the Transaction is fair to the Limited Partners from a
financial point of view.

Prospects of the Partnership

Pursuant to the terms of the Merger Agreement, the Purchaser
has agreed to pay approximately $775.45 per Unit in cash in
connection with the Transaction, which is based upon the fair
market value of the Assets as determined by Cushman & Wakefield.
Due to the relatively fixed nature of the lease payments generated
by the Assets and the remaining lease terms, the fair market value
may not increase over the foreseeable future. To date, the
Partnership has not been presented with any firm offers for the
purchase of the Assets, although it has received and pursued a few
expressions of interest from third parties. One such expression of
interest was for all of the Assets (together with
the assets of the Affiliated Limited Partnerships) but at an
aggregate purchase price lower than that proposed by the Purchaser,
with higher transaction costs and other factors, such as a lack of
management ability, that led the Operating General Partners to
believe that this transaction would not be better for the Limited
Partners or the limited partners of the Affiliated Limited
Partnerships. However, the Operating General Partners did pursue
this possible transaction long enough to cause an increase in the
offer price by approximately 6% from the initial offer price.
Another expression of interest was for only certain of the Assets,
which would result in an overall lesser return to the Limited
Partners and the need to continue to operate the Partnership and
the Affiliated Limited Partnerships and thus the proposal was not
pursued. Although the Partnership has not received any additional
expressions of interest as a result of the proxy solicitation
process, Brauvin Income Plus L.P. III and Brauvin Corporate Lease
Program IV L.P., two of the Affiliated Limited Partnerships, have
received an expression of interest from an experienced owner of
properties similar to those owned by the Affiliated Limited
Partnerships, as a result of their respective proxy solicitation
processes. Mr. Froelich and Mr. Strosberg believe that the
Partnership should actively seek third-party offers through an
arm's-length bidding process to establish a fair price for the
Assets. In this regard, the Partnership has made, and will
continue during the pendency of the proxy solicitation process to
make, all pertinent information pertaining to the Partnership and
the Assets available to other potential purchasers who have the
financial ability to acquire the Assets on an all cash basis. If
the Transaction is not approved, there can be no assurance as to
whether any future liquidation or disposition of the Assets will
occur or on what terms they might occur. Despite the Partnership
obtaining both the Valuation and the Fairness Opinion from Cushman
& Wakefield, there can be no assurance that a better offer for the
acquisition of the Assets may not be available.

Costs and Risks Associated with Continued Ownership

The average remaining lease term for the Assets is 8.1 years.
The longer the Assets are held by the Partnership, the greater the
risk to the Partnership of lease rollover, renegotiation and
non-renewal. Because many of the Partnership's properties were
designed for a particular type of operation, lease default or
non-renewal could result in the need for substantial capital
improvements or remodeling to attract new tenants. Eventually the
Partnership will be required to reserve against such risks. Lease
defaults and non-renewals, as well as reserves against such risks
will eventually result in lower distributions to the Limited
Partners.

The Partnership incurs general and administrative costs
related to its status as a public reporting entity under the
Federal securities laws. The costs of preparing reports such as
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as
well as the expenses of printing and mailing these materials can be
significant. The Partnership incurs significant legal and
accounting fees in complying with the Federal securities laws.
Over the past two years, the Partnership has spent approximately
$161,125 and $170,956, respectively on partnership administration
expense, and legal, accounting and tax advisory fees necessitated
by the on-going Federal securities law compliance. If the
Partnership were not a publicly-held entity, many of these costs
could be eliminated, although such cost savings would not be of
benefit to the Limited Partners.

There is no established trading market for the Units. As a
result, the Limited Partners and the Partnership incur all of the
costs associated with public-entity status, but have little of the
benefits. Since the Units are not readily transferable, the
Limited Partners are essentially locked into their investment in
the Units.

Benefits of the Transaction

As a result of the Transaction, the Limited Partners will
receive $775.45 per Unit in cash, which is equal to their
proportionate share of the fair market value of the Assets, as
valued by an independent appraiser. Such proceeds can then be
reinvested by the Limited Partners in other investments that could
possibly yield a higher return than the investment in the
Partnership. The terms of the Transaction are viewed by the
Operating General Partners to be favorable to the Partnership and
the Limited Partners in part because the cost of the Transaction to
the Partnership, which is estimated to equal approximately 1 1/2%
of the total value of the Transaction, is believed to be below
industry standards for a transaction of this size. It is not
unusual in similar types of transactions to see investment banking
fees or real estate brokers commissions which alone exceed 3% of
the value of a transaction. In addition, the structure of the
Transaction eliminates the need for the Partnership to reserve or
hold back any funds from distribution to the Limited Partners to
satisfy any post-closing liabilities.

Disadvantages and Risks of the Transaction

The Transaction is not without certain potential
disadvantages and risks to the Limited Partners. Such
disadvantages and risks include the fact that: (i) there can be no
assurance that the cash redemption price received by the Limited
Partners in connection with the Transaction can be invested in
alternative investments that will generate a return equal to or
greater than that generated by the investment in the Partnership;
(ii) the Limited Partners will no longer have an ownership interest
in the Assets and thus will not share in any potential changes in
their value; (iii) despite the Partnership obtaining both the
Valuation and the Fairness Opinion from Cushman & Wakefield, there
can be no assurances that a better offer for the acquisition of the
Assets may not be available now or in the future; and (iv) the
Limited Partners may incur certain tax liabilities as a result of
the Transaction. Notwithstanding the foregoing, the Operating
General Partners concluded that, as with any investment, such
potential disadvantages and risks are speculative, are unable to be
quantified and do not outweigh the benefits of the Transaction.

Alternatives to the Transaction

The Operating General Partners considered several
alternatives to the Transaction, including: (i) continuing to hold
the Assets; (ii) individual property sales; (iii) an auction of any
or all of the properties; (iv) solicitation of third-party bids;
and (v) a sale of the Assets to the Purchaser.

Continuing to hold the Assets was rejected as the risk from
ownership increases the longer the properties are held and thus the
value of the Assets becomes less certain. This risk results from
the approaching maturity dates for each of the leases of the Assets
(which average remaining lease is 8.1 years), the costs of the
renegotiation of such leases and the related risk of default or
non-renewal. A merger of the Partnership with and into the
Purchaser will allow the Limited Partners to avoid such increasing
risks. Furthermore, the Partnership's investment in the properties
is approaching the outside of its initial estimated holding periods
and thus it is the General Partners duty to look to the liquidation
of the Assets.

Individual property sales were rejected as this option would
likely result in the Partnership's more salable or valuable
properties being sold and the Partnership being forced to retain
the less salable or valuable properties. Even if the more salable
or valuable properties were sold on an all cash basis comparable to
the Transaction, the Partnership would likely be required to retain
a substantial portion of the proceeds of such sales to cover the
expenses related to ongoing administration of the Partnership.
Because the Partnership's administrative costs are relatively
fixed, a sale of the more salable or valuable properties would
ultimately result in proportionally less cash being available for
distribution to the Limited Partners. Furthermore, it is the
belief of the Operating General Partners that costs associated with
individual sales of the properties would, in the aggregate, be
greater than the costs associated with a sale of all of the Assets,
due in part to the need to negotiate with multiple parties and the
loss of economies of scale. These increased costs would further
result in less cash being available for distribution to the Limited
Partners. Finally, because the more salable or valuable properties
will likely be sold first, risks associated with lease defaults and
non-renewals, as well as risks associated with particular markets
and industries will increase. Therefore, the sale of the Assets in
a single transaction eliminates the need for the Partnership to
remain in existence with a smaller, less diverse and more risky
portfolio.

An auction of all of the Assets was also rejected as it is the
Operating General Partners belief that real estate auctions (as
opposed to a solicitation of third-party bids through the use of
investment bankers or real estate brokers) are generally viewed as
a sale method of last resort and the typical buyer at such an
auction is seeking below market price purchases. An auction of
individual assets would result in the same adverse effects as those
resulting from sales of individual properties.

A formal solicitation of third-party bids for the Assets was
not undertaken by the Operating General Partners prior to the date
the Partnership entered into the Merger Agreement. However, over
the past few years the Operating General Partners had approached
several investment banking firms regarding various strategies and
alternatives available to the Partnership, including the
liquidation of the Assets. Although numerous meetings were held
with representatives from such investment banking firms, no viable
value enhancement scenarios were formulated. Furthermore, after
recent conversations with persons familiar with the triple-net
lease industry, it was determined that the rapidly approaching
termination dates for many of the leases to which the Partnership's
properties were subject caused such properties to fall outside of
the acquisition parameters and standards of several organizations
interested in acquiring a portfolio of triple-net lease properties
and thus limited the salability of the Partnership's portfolio.
Notwithstanding the fact that the Operating General Partners did
not believe that the solicitation of third-party bids would result
in a better offer for the Limited Partners, the Operating General
Partners required that the terms of the Merger Agreement permit the
General Partners to terminate the Transaction at any time should
they receive an offer for the Assets which they in good faith
believe to be on terms preferable to the Transaction. However, in
accordance with the terms of the Merger Agreement, the Partnership
will not actively solicit third-party bids. Although there have
been a few expressions of interest from potential third-party
purchasers generated by the Purchaser's effort to secure financing,
as described above, no party has made a firm offer for the Assets.
In conjunction with Messrs. Froelich and Strosberg's belief that
the solicitation of third-party offers through an arm's-length
bidding process would be the most advantageous method for
determining a fair price for the Assets, the Partnership continues
to make available to prospective purchasers all relevant materials
necessary to conduct due diligence with respect to the Assets.
Until the Transaction is approved, the General Partners will
entertain any offers which can produce a comparable overall return
to the Limited Partners. Notwithstanding the foregoing, the
Operating General Partners have surveyed the market and have been
unable to identify a strategic or financial buyer that would be
interested in purchasing the entire portfolio of the Assets, on all
cash basis. This is mainly the result of two factors: (i) 63% of
the Assets have lease terms which provide the lessees with rights
of first refusal on any sale of the Assets, thereby significantly
complicating the negotiations or possible offers from third
parties; and (ii) the average remaining lease term of 8.1 years
makes the Assets less attractive to such purchaser.

The Purchaser was unwilling to structure the Transaction as a
sale of the Assets to the Purchaser, due in part to the additional
costs that would be incurred by the Purchaser in connection with
such a sale (such as real estate transfer taxes and other transfer
related costs).

Effects of the Transaction

General

If the Transaction and the Amendment are approved and the
remaining conditions to the Transaction are met or waived, the
Merger will be effected by filing the Certificate of Merger with
the Delaware Secretary of State and in connection therewith the
Assets and liabilities of the Partnership will be transferred to
the Purchaser as the surviving entity in the Merger and the
Partnership will cease to exist. Thereafter, the registration of
the Units under Section 12(g)(4) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") will be terminated. Further,
following the Transaction, the Partnership will no longer be
subject to the periodic reporting requirements of the Exchange Act
and will cease filing information with the Securities and Exchange
Commission (the "Commission"). The Corporate General Partner
intends to conclude the Transaction with and into the Purchaser as
soon as possible and no later than December 31, 1996.

Effects on the Limited Partners

As a result of the Transaction, the Units will be redeemed for
approximately $775.45 per Unit in cash. This redemption price is
based on the fair market value of the Assets which has been
determined by Cushman & Wakefield to be $30,183,000, or $748.09 per
Unit, plus cash on hand as of the Effective Time, less the
Transaction Costs and less all other Partnership obligations, which
amount is currently anticipated to be $27.36 per Unit. Thus, the
actual redemption price will be subject to adjustment based upon
changes in these amounts prior to the Effective Time.

Thereafter, the Limited Partners will cease being owners of
the Partnership and will no longer bear the costs and risks
associated with such ownership. A description of such risks and
benefits is set forth above under the heading "Special Factors -
Purpose of and Reasons for the Transaction - Disadvantages and
Risks Associated with Continued Ownership." However, the Limited
Partners will thereafter will assume the risks associated with the
consummation of the Transaction. See "Special Factors - Purposes
of and Reasons for the Transaction - Disadvantages and Risks of the
Transaction" above.

Effects on the General Partners

The General Partners will not receive any payment in exchange
for the redemption of their general partnership interests nor will
they receive any fees from the Partnership in connection with the
Transaction. However, the Braults have a minority ownership
interest in the Purchaser and thus will become part owners of the
Assets following the consummation of the Transaction. In addition,
each of Brauvin Management Company and Brauvin Financial, Inc.,
corporations owned, in part, by Cezar M. Froelich and an affiliate
of Jerome J. Brault, will receive $55,140 from the Purchaser (not
the Partnership) for advisory services rendered in connection with
the Transaction.

Effects of Failure to Approve the Transaction

Valuation of the Assets; Fairness Opinion

The Valuation Advisory Services Group of Cushman & Wakefield
of Illinois, Inc. ("Cushman & Wakefield") was engaged by the
Partnership on March 15, 1996 to value the Assets pursuant to the
Partnership's obligation to provide a valuation of the Units within
120 days after the end of the fiscal year to satisfy the
requirements of the Employee Retirement Income Security Act of
1974, as amended. The Partnership subsequently engaged Cushman &
Wakefield to provide an opinion as to whether the Transaction is
fair from a financial point of view (the "Fairness Opinion").
Other than the engagements described herein, and the engagement of
Cushman & Wakefield by the Affiliated Limited Partnerships in
connection with the Affiliated Transactions, there has been no
material relationship between Cushman & Wakefield or its affiliates
and the Partnership or its affiliates, nor is any such relationship
contemplated.

Copies of the Valuation and the Fairness Opinion are attached
hereto as Annex I and Annex II, respectively.

Experience of Cushman & Wakefield

Cushman & Wakefield is part of a national network of
affiliated full service real estate companies providing brokerage,
management, consulting and valuation services in the United States
(the "C&W Affiliated Companies"). The clients of the C&W
Affiliated Companies include major commercial and investment banks,
Fortune 500 corporations, pension funds, advisory firms and
government agencies. The Valuation Advisory Services Group of the
C&W Affiliated Companies has 19 branch offices located in various
geographic regions of the United States. This large network of
professionals provides local expertise in key markets and sub-regions
and enables Cushman & Wakefield to effectively handle
broad-based, multi-property assignments. Furthermore, the C&W
Affiliated Companies valuation network provides a large national
database of market information and ensures a consistent methodology
for each property valuation. The Operating General Partners
considered several appraisal firms but ultimately chose Cushman &
Wakefield based upon their expertise and industry leadership.

Valuation

Pursuant to its engagement, Cushman & Wakefield reported to
the Partnership that the sum of the individual valuations of the
Assets was $30,183,000 as of April 1, 1996 (collectively, the
"Valuation"). Certain of the assumptions, qualifications and
limitations to the Valuation are described below. The summary set
forth below does not purport to be a complete description of the
analysis employed by Cushman & Wakefield in preparing the
Valuation. A copy of the Valuation analysis will be made available
to Limited Partners upon request. The Partnership imposed no
conditions or limitations on the scope of Cushman & Wakefield's
investigation or the methods and procedures to be followed in
preparing the Valuation. No other appraisals of the Assets were
obtained by the Partnership due to the significant cost involved
and the Operating General Partners' opinion that the Valuation was
prepared according to industry standards by a reliable and
independent appraisal firm.

Factors Considered

In preparing the Valuation, Cushman & Wakefield:
(i) conducted a physical inspection of each property;
(ii) considered the location and market area of each property, with
particular attention given to the submarket definition, demand
generators, competitive properties, trade area demographics and
outlook; (iii) reviewed property sales history where provided;
(iv) analyzed site and improvements with regard to quality,
functionality and condition of improvements toward existing use;
and (v) considered the highest and best use of each site. In
addition, Cushman & Wakefield conducted a review and analysis of
each existing individual lease abstract, or leases where provided,
affecting each of the properties. In conducting their analysis,
Cushman & Wakefield was provided with, among other things:
(i) certain information relating to the business, earnings,
operating cash flow and assets of the Partnership, including sales
performance of the Assets for 1993 through 1995, where provided,
and estimates for 1996; (ii) surveys, legal descriptions, current
property tax statements, and detailed lease abstracts; and
(iii) such other information as Cushman & Wakefield deemed
necessary or appropriate. In addition, Cushman & Wakefield
personnel questioned the Operating General Partners about the
markets in which the Assets operate and the operating history of
the Assets.

Summary of Cushman & Wakefield's Methodology and Approaches to
Value

Cushman & Wakefield's valuation of the Assets was based
primarily on a discounted cash flow analysis. Cushman & Wakefield
believes that the valuation resulting from the discounted cash flow
analysis is the best indication of value, as an investor in the
type of property owned by the Partnership considers its income
producing capabilities as most important. A sales comparison
approach based on comparable sales was determined to be less
reliable because of the lack of comparable properties and recent
sales data for many of the Assets.

Individual evaluation reports containing property specific
information such as location, competition, and market and trade
area analysis, were prepared by Cushman & Wakefield for each Asset.
These evaluation reports formed the foundation for Cushman &
Wakefield's valuation analysis. In conducing its cash flow
analysis, Cushman & Wakefield performed an individual property-by-property
analysis to establish an anticipated cash flow to be
received over a specified holding period, typically of a ten-year
duration, for a particular property. Analysis as to cash flows
takes into account the contractual rent and the terms and
conditions of each lease, plus reversion, as well as the credit
associated therewith.

Cushman & Wakefield also conducted an analysis of the
reversionary component of the cash flow analysis for each property,
which values the property at the end of a specified holding period,
based on the estimated highest and best use of the property, at
reversion. The highest and best use of a property was formulated
based on a decision matrix which takes into account specific
property and location characteristics, demographic profile and
outlook, sales history and market position of the property relative
to its competition. Where the highest and best use of a property
at reversion was estimated to be a continuation of the existing
use, the reversionary value of the property is based on
capitalizing the property's eleventh year's net operating income
into value by means of direct capitalization. Use of a ten-year
investment holding period within a discounted cash flow analysis
represents typical investor criteria within the market. The
discounted cash flow method is an accepted means within the market
of analyzing and valuing properties similar to the Assets, and is
in conformance with the established and accepted valuation
procedures of the Appraisal Institute regarding properties of this
type. Where the anticipated highest and best use of a property
differs from the existing use, the reversionary value of the
property was estimated based on a cost approach methodology, which
incorporates land value estimates and depreciated replacement cost
estimates for the improvement contribution, if any. Cushman &
Wakefield determined the current use of each property to be its
highest and best use, except as otherwise determined within the
valuation and evaluation reports.

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $30,183,000, which is
the amount allocated by the Purchaser to the Assets in connection
with the Transaction. The Operating General Partners have reviewed
and accept the Valuation and believe that it was prepared in
accordance with appropriate professional standards.

Assumptions, Limitations and Qualifications of Cushman &
Wakefield's Valuation

In preparing the Valuation, Cushman & Wakefield relied,
without independent verification, on the accuracy and completeness
of all information supplied or otherwise made available to it by or
on behalf of the Partnership. In arriving at the Valuation,
Cushman & Wakefield assumed: (i) good and marketable title;
(ii) that each Asset was free and clear of all liens, unless
otherwise stated; (iii) responsible ownership and competent
management of each Asset; (iv) no hidden or unapparent conditions;
(v) full compliance with zoning laws; (vi) possession of all
necessary licenses, certificates of occupancy and other
governmental consents; (vii) that no potentially hazardous or toxic
materials were located at or about the Assets; and
(viii) compliance with the Americans with Disabilities Act of 1990.
Cushman & Wakefield did not conduct a legal survey of the Assets.
An appraisal is only an estimate of value, as of the specific dates
stated in the appraisal, and is subject to the assumptions and
limiting conditions stated in the report. An opinion is not a
measure of realizable value and may not reflect the amount which
would be received if the property was sold. Reference should be
made to the entire appraisal report.

Fairness Opinion

Subsequent to its engagement in connection with the Valuation,
Cushman & Wakefield was engaged to provide an opinion as to the
fairness of the Transaction to the Limited Partners from a
financial point of view. Cushman & Wakefield was neither asked to
make, nor did it make, any recommendation as to the redemption
price, although it did provide the Valuation on which the
redemption price was based. Cushman & Wakefield was not asked to
solicit offers from other interested parties nor was it asked to
opine on any aspects of the Transaction other than that
specifically mentioned above. In connection with rendering its
opinion, Cushman & Wakefield reviewed the information and conducted
the analysis as described in its Fairness Opinion.

Cushman & Wakefield has advised the Partnership through the
Corporate General Partner that in its opinion, the price per Unit
reflected in the Transaction is fair, from a financial point of
view, to the Limited Partners. In its opinion Cushman & Wakefield
stated that the determination that a price is "fair" does not mean
that the price is the highest price which might be obtained in the
marketplace, but rather that based upon the sum of the appraised
values of the Assets, the price reflected in the Transaction is
within a range that Cushman & Wakefield believes is reasonable.
Although there is no active market in trading the Units, Cushman &
Wakefield noted that for those Units that have traded the price per
Unit was at or below the price per Unit in the Transaction.
Cushman & Wakefield relied on its appraisal work as a basis for
establishing the fairness of the Transaction. Other methods could
have been employed to test the fairness of the Transaction and
yielded different results. In rendering this opinion, Cushman &
Wakefield noted that it had not considered, and had not addressed,
market conditions and other factors (e.g., whether the sale of the
Assets as a portfolio rather than a series of sales of individual
properties, would produce a premium or a discounted selling price)
that, in an open-market transaction, could influence the selling
price of the Assets and result in proceeds to the Limited Partners
greater or less than the proposed price per Unit. Cushman &
Wakefield also noted that it had not considered the price and
trading history of other publicly traded securities that might be
deemed relevant due to the relative small size of the Transaction
and the fact that the Units are not publicly traded. Furthermore,
Cushman & Wakefield noted that it had not compared the financial
terms of the Transaction to the financial terms of other
transactions that might be deemed relevant, given that the
Transaction involves all cash to the Limited Partners.

Compensation

Cushman & Wakefield was paid a fee of $2,500 for each Asset
valued in connection with the Valuation, for an aggregate fee of
$86,750 from the Partnership, plus out-of-pocket expenses, and will
be paid $22,000 by the Partnership for the Fairness Opinion. In
addition, the Affiliated Limited Partnerships will pay Cushman &
Wakefield on the same basis for services rendered to each of them
in connection with the Affiliated Transactions. Cushman &
Wakefield is also entitled to reimbursements for certain costs
incurred in connection with providing their services to the
Partnership. The fees paid to Cushman & Wakefield in connection
with the Valuation and the Fairness Opinion were negotiated by the
Operating General Partners. The Partnership has agreed to
indemnify Cushman & Wakefield against certain liabilities arising
out of its engagement to prepare and deliver the Valuation and the
Fairness Opinion.

Recommendations of the General Partners

Factors Considered

The Operating General Partners have determined that the terms
of the Transaction are fair to the Limited Partners and, therefore,
recommend that the Limited Partners vote "FOR" the Transaction and
"FOR" the Amendment. In determining the fairness of the
Transaction and their decision to recommend the Transaction, the
Operating General Partners considered each of the factors discussed
below. Although the Operating General Partners were unable to
weigh each factor precisely, the factors are set forth below in
their approximate order of importance:

Factors in Favor of the Transaction:

* The redemption price of the Transaction was based on the
Valuation, which was prepared by Cushman & Wakefield, an
expert, independent appraiser that is considered one of the
best valuation firms in the industry in valuing triple-net
lease assets. The Valuation considered the current fair
market value of each and every Asset. See "Special Factors -
Valuation of the Assets; Fairness Opinion" for a detailed
description of this Valuation. As described herein, the
Operating General Partners reviewed and accepted the Valuation
and believe that it was prepared in accordance with
appropriate professional standards and considers all relevant
information. In considering the importance of this factor,
the Operating General Partners considered that Cushman &
Wakefield was retained to conduct the Valuation on behalf of
the Partnership, not the Purchaser, and in connection with an
annual valuation of the assets. Since the Purchaser was
willing to pay the current fair market value of the Assets on
an all cash basis, the Operating General Partners concluded
that such factor weighed heavily in favor of the fairness of
the Transaction.

* The Transaction was structured as a merger, whereby the
Purchaser will acquire all of the Assets and liabilities of
the Partnership, thereby eliminating the need for the
Partnership to continue operations with the less salable or
valuable properties. The Operating General Partners also
concluded that this factor weighed heavily in favor of the
Transaction. As described above under "Special Factors -
Alternatives to the Transaction," there are significant
detriments attached to sales of less than all of the Assets.

* The avoidance of certain potential transaction costs, such as
investment banking fees or real estate brokerage commissions,
which could have approximated $900,000 to $1,800,000 in the
aggregate. Such costs are not atypical in transactions
similar to the Transaction and the fact that neither the
Partnership nor the Purchaser would need to pay such costs was
deemed to be a significant benefit of the Transaction.

* The fact that the Purchaser was willing to consummate the
Transaction on an all cash basis, as opposed to an exchange of
securities or other assets. This all cash transaction will
allow the full amount of the redemption price to be paid to
the Limited Partners in cash, which can thereafter be
reinvested by the Limited Partners in other investments. An
all cash transaction also significantly simplifies the
transaction and lowers transaction costs.

* The fact that an opinion was received from Cushman & Wakefield
stating that the Transaction is fair to the Limited Partners
from a financial point of view. See "Special Factors -
Valuation of the Assets; Fairness Opinion" above for a
discussion of this Fairness Opinion. This opinion was one of
the items considered by the Operating General Partners in
making their recommendation to the Limited Partners as to the
fairness of the Transaction.

* The fact that the anticipated holding period for the Assets is
near the end of the seven to ten year term originally
contemplated in the Prospectus.

* The fact that in connection with the Transaction, the
Partnership will only be required to make limited
representations and warranties to the Purchaser as to the
condition of the Assets, thereby eliminating the need to
establish an escrow of funds as is typically required in
merger transactions or asset sales. This will allow all of
the redemption price to be paid to the Limited Partners at the
time of the Merger and thereafter to be invested by the
Limited Partners in other investments.

* The fact that the Merger Agreement permits the General
Partners to terminate the Transaction at any time if they
receive an offer for the Assets which they in good faith
believe to be on terms preferable to the Transaction. Until
the Transaction is approved by the Limited Partners, the
General Partners will continue to entertain any and all offers
which can produce a comparable overall return to the Limited
Partners.

* The fact that the vote of a majority in interest of the
Limited Partners is required to approve the Transaction and
the Amendment. As a result, the Transaction can only be
effected if it is approved by persons who are not affiliated
with the Purchaser and not subject to a conflict of interest.

* The fact that the longer the Assets are held the greater the
risk to the Partnership of lease rollover, renegotiation and
non-renewal. Similarly, as a result of the average lease term
for the Assets being 8.1 years, the Assets may become more
difficult to sell. These costs and risks are highlighted
above under the "Special Factors - Purpose of and Reasons for
the Transaction."

* The high cost of operating the Partnership as a publicly-held
entity. Over the past two years, the Partnership has spent
$161,125 and $170,956 on partnership administration expense
and legal, accounting and tax advisory fees necessitated, in
part, by the on-going Federal securities law compliance.

* The lack of an established exchange or market for the Units
which makes it extremely difficult for the Limited Partners to
liquidate their investment. Based on the May 1996 issue of
The Stanger Report, the transaction price per Unit for sales
of Units in the "secondary" market ranged between $882 and
$800, which represents transactions for 412 Units from
December 1, 1995 through February 29, 1996. Over the past 12
months, 2,047.26754 Units were sold in private transactions in
the "secondary" market.

* The expressed desire of certain Limited Partners to have their
investment in the Partnership liquidated.

* The Operating General Partners' industry knowledge regarding
the marketability of the Assets.

Factors Against the Transaction:

* Since the Operating General Partners are affiliates of the
Purchaser, their recommendation is subject to a conflict of
interest. See "Conflicts of Interest." Furthermore, no
unaffiliated representative was retained to act solely on
behalf of the Limited Partners for the purpose of negotiating
the Transaction. However, separate counsel was retained on
behalf of each of the Partnership, the Purchaser and the
General Partners, the redemption price was based on an
independent appraisal and such party rendered an opinion that
the Transaction is fair to the Limited Partners from a
financial point of view.

* The Limited Partners may be unable to invest the cash
redemption price received by them in connection with the
Transaction in alternative investments that will generate a
return equal to or greater than that generated by the
investment in the Partnership.

* The Limited Partners will no longer have an ownership interest
in the Assets and thus will not share in any potential changes
in their value.

* There can be no assurances that a better offer for the
acquisition of the Assets may not be available now or in the
future.

* The Limited Partners may incur certain tax liabilities as a
result of the Transaction. See "Income Tax Consequences of
the Transaction."

The current value of the Assets as compared to their book
value (of $31,135,258 as reflected on the Partnership's financial
statements as of March 31, 1996) was not a significant factor in
the Operating General Partners' determination of the fairness of
the terms of the Transaction because, in real estate transactions,
book value is not considered an accurate representation of
underlying market value. Likewise, liquidation value was not
deemed to be applicable due to the finite life investment oriented
nature of the Partnership's Assets.

Conclusion

After evaluation of each of the foregoing factors the
Operating General Partners concluded that the factors weighing in
favor of the Transaction outweighed the factors weighing against
the Transaction. In particular, the Operating General Partners
concluded that, as with any investment decision, the potential
disadvantages and risks of the Transaction are speculative, are
unable to be quantified and do not outweigh the benefits of the
Transaction. Therefore, the Operating General Partners determined
that the terms of the Transaction are fair to the Limited Partners
and recommend that the Limited Partners vote "FOR" the Transaction
and "FOR" the Amendment. Messrs. Froelich and Strosberg are not
recommending the Transaction because they believe that the most
advantageous methodology for determining a fair price for the
Assets would be to seek third-party offers through an arm's-length
bidding process.

Appraisal Rights

Neither the Partnership Agreement nor the Act, provide rights
of appraisal or similar rights to the Limited Partners who dissent
from the vote of the majority in approving the Transaction. As a
result, if Limited Partners holding a majority of the Units approve
the Transaction and the Amendment and if the Transaction is
consummated, the Partnership will be merged with and into the
Purchaser and all Limited Partners, including those who do not
approve the Transaction, will receive the redemption price for
their Units pursuant to the terms of the Merger Agreement.

Costs Associated with the Transaction

The following is an itemized statement of the approximate
amount of all expenses incurred or to be incurred by the
Partnership in connection with the Transaction:

Legal fees $ 86,400
Fairness Opinion and related expenses 22,000
Printing and mailing costs 12,000
Accounting 18,400
Title, survey and environmental reports 179,700
Proxy solicitation fees 24,000
Other, including filing fees 92,400

Total $434,900

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and expenses
$19,739 have been paid to date. No part of such funds is expected
to be borrowed. In addition, the Partnership will pay the
Valuation fees and related expenses of approximately $96,000 of
which $43,400 have been paid to date. The cost of the Valuation
was a necessary Partnership expense in accordance with the
requirements of the Partnership Agreement and, therefore, is not
considered an expense of the Transaction.

The fees and expenses of the Purchaser in connection with the
Transaction will be paid by the Purchaser. Certain of these fees
and expenses to be paid by the Purchaser (not the Partnership)
include $55,140 payable to each of Brauvin Management Company and
Brauvin Financial, Inc. for advisory services. Brauvin Management
Company and Brauvin Financial, Inc. are owned, in part, by
Mr. Froelich and an affiliate of the Managing General Partner.
None of these fees are being paid out of the proceeds of the
Partnership.

CONFLICTS OF INTEREST

Interests in the Purchaser

The Operating General Partners are affiliated with the
Purchaser and, therefore, they have an indirect economic interest
in consummating the Transaction that may be considered to be in
conflict with the economic interests of the Limited Partners. This
affiliated status results from the Braults and certain other
members of the management of the Corporate General Partner being
minority equity participants in the Purchaser. The amount of such
equity participation in the Purchaser has not been finally
determined, but will be dependent on meeting certain performance
standards and will range from 0% to 20%. To the extent such equity
participation results in less than 10% ownership, the Operating
General Partners may not be considered "affiliates" of the
Purchaser pursuant to the Federal securities laws, although they
would still be subject to certain conflicts of interest. Although
the "affiliate" status of the Operating General Partners has not
been finally determined, the Partnership has complied with the
Federal securities law requirements relating to "affiliate"
transactions, including the filing of a Schedule 13E-3.
Notwithstanding the Braults minority ownership interest in the
Purchaser, the Operating General Partners remain accountable to the
Partnership as fiduciaries and consequently must exercise good
faith and fair dealing toward the Limited Partners.

Purchaser Fees

Each of Brauvin Management Company and Brauvin Financial,
Inc., which are owned, in part, by Cezar M. Froelich and an
affiliate of Jerome J. Brault, will receive $55,140 from the
Purchaser (not the Partnership) for advisory services rendered in
connection with the Transaction. Such entities will also receive
fees from the Purchaser in connection with the Affiliated
Transactions.

Indemnification under the Partnership Agreement

Pursuant to the terms of the Partnership Agreement, the
Partnership has agreed to indemnify the General Partners and any of
their affiliates, to the maximum extent allowed by law, and to hold
them harmless, and the Limited Partners have agreed to make no
claim against the General Partners and any affiliates of the
General Partners, for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partners or
their affiliates if the General Partners, in good faith, determine
that such course of conduct was in the best interests of the
Partnership and such course of conduct did not constitute
negligence or misconduct of the General Partners. Furthermore, the
General Partners and their affiliates are to be indemnified by the
Partnership, to the maximum extent allowed by law and by the
Partnership Agreement, against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by
them in connection with the Partnership, provided that the same
were not the result of negligence or misconduct on the part of the
General Partners and their affiliates, that the General Partners
and their affiliates made a good faith determination that their
actions were in the best interest of the Partnership and that the
General Partners and their affiliates were acting within the scope
of the General Partners' authority.

If a claim is made against the General Partners or their
affiliates in connection with their actions on behalf of the
Partnership with respect to the Transaction prior to the
consummation thereof, the General Partners expect that they and
such affiliates will seek to be indemnified by the Partnership with
respect to such claim. Any expenses (including legal fees)
incurred by the General Partners and such affiliates in defending
such claim shall be advanced by the Partnership prior to the final
disposition of such claim, subject to receipt by the Partnership of
an undertaking by the General Partners and such affiliates to repay
any amounts advanced if it is determined that the indemnified
person's actions constituted fraud, negligence, breach of fiduciary
duty or misconduct. As a result of these indemnification rights,
a Limited Partner's remedy with respect to claims against the
General Partners and their affiliates relating to the General
Partners' or such affiliates' involvement in the Transaction could
be more limited than the remedies which would have been available
absent the existence of these rights in the Partnership Agreement.
A successful claim for indemnification, including the expenses of
defending a claim made, would reduce the Partnership's assets by
the amount paid.

Notwithstanding the foregoing, the General Partners and their
affiliates shall not be indemnified by the Partnership for
liabilities arising under federal and state securities laws unless:
(i) there has been a successful adjudication on the merits of each
count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of
litigation costs; (ii) such claims have been dismissed with
prejudice on the merits by a court of competent jurisdiction as to
the particular indemnitee and the court approves indemnification of
litigation costs; or (iii) a court of competent jurisdiction
approves the settlement of the claims as to the particular
indemnitee and finds that indemnification of settlement and related
costs should be made.

Indemnification by the Purchaser

Pursuant to the Merger Agreement, the Purchaser, as the
surviving entity shall provide the General Partners for their sole
benefit, the indemnification set forth in the Partnership Agreement
as in effect on the date of the Merger Agreement. Pursuant to the
Merger Agreement, the Partnership and, following the Transaction,
the Purchaser, as the surviving entity and its affiliates, jointly
and severally release and discharge, subject to termination as
discussed below, Jerome J. Brault, Cezar M. Froelich and David M.
Strosberg and their respective heirs, executors, administrators and
personal representatives (collectively, the "Released Parties"),
jointly and severally, from and against any and all claims arising
out of or relating in any way to any acts, omissions, transactions
or occurrences which took place, in whole or in part, prior to and
including the date of the Merger Agreement, whether known or
unknown, suspected or unsuspected, matured or unmatured, fixed or
contingent, including, without limitation, any which relate to or
arise in any way out of the Transaction, but not including the
Released Parties' respective obligations under the Merger Agreement
or acts, omissions, transactions or occurrences which involve fraud
or criminal conduct with respect to the financial affairs of the
Partnership. In addition, the Merger Agreement provides that, if
such Released Parties have fully performed their respective
obligations under the Merger Agreement to be performed on or prior
to the Effective Time, the release shall be extended to cover the
period prior to and including the Effective Time.

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES

The Partnership

The Partnership was organized on May 3, 1988 as a limited
partnership under the Act. The Partnership is governed by the
Partnership Agreement, which vests exclusive management control
over the Partnership in the General Partners, subject to the rights
of the Limited Partners to vote on certain limited matters. The
address of the Partnership's principal executive office is 150
South Wacker Drive, Suite 3200, Chicago, Illinois 60606, and the
telephone number is (312) 443-0922.

The Partnership was formed to acquire debt-free ownership of
existing, free-standing, income-producing retail, office or
industrial real properties predominantly all of which will involve
triple-net leases. The Partnership raised a total of $38,923,000
through its offering to the public which commenced on June 17, 1988
and terminated on September 30, 1989, as well as an additional
$3,914,384 through its distribution reinvestment plan through
December 31, 1995. The reinvestment of distributions through the
distribution reinvestment plan was suspended for the May 15, 1996
distribution as the valuation of the Units was not completed at
such time. As of December 31, 1995, Units valued at $2,773,086 had
been purchased by the Partnership from Limited Partners liquidating
their original investment and such Units have been retired. The
Partnership has utilized the proceeds of its offering and the funds
received through the sale of Units through the distribution
reinvestment plan to acquire the land and buildings underlying 29
properties as well as a 51% interest in a Scandinavian Health Spa
and a 99% interest in a joint venture which owns the land and
buildings underlying six Ponderosa restaurants. The Partnership
sold one of its properties in 1994. See the subsection entitled
"Description of the Assets," below. All of the Assets are under
lease.

The original objectives of the Partnership were the:
(i) distribution of current cash flow from the Partnership's cash
flow attributable to rental income; (ii) capital appreciation;
(iii) preservation and protection of capital; (iv) the potential
for increased income and protection against inflation through
escalations in the base rent or participation and growth in the
sales of the lessees of the Partnership's properties; (v) the
partial shelter of cash distributions for Taxable Limited Partners,
as defined in the Prospectus; and (vi) the production of "passive"
income to offset "passive" losses from other investments.

The Partnership acquired all of its properties prior to 1995.
The Partnership did not acquire any properties in 1995 or 1996.
The Partnership does not currently have sufficient funds available
for additional property acquisitions. The Partnership has made
quarterly distributions of operating cash flow as described in the
subsection below entitled "Distributions." As distributions of
operating cash flow to the Limited Partners will be suspended
during the pendency of the proposed Transaction, the Partnership
will not be selling any additional Units to the Limited Partners
pursuant to the terms of the Partnership's distribution
reinvestment plan and, therefore, no funds will be raised for
additional acquisitions.

The General Partners

The Corporate General Partner is Brauvin Realty Advisors II,
Inc., an Illinois corporation, with its principal business address
at 150 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.
The principal business of the Corporate General Partner is to act
as a general partner of the Partnership. The director and
executive officers of the Corporate General Partner are Jerome J.
Brault, Chairman of the Board, President and Chief Executive
Officer and James L. Brault, Executive Vice President, Secretary,
Treasurer and Chief Financial Officer. The business address of the
director and each of the executive officers of the Corporate
General Partner is 150 South Wacker Drive, Suite 3200, Chicago,
Illinois 60606. Each of the individual General Partners and the
directors and executive officers of the Corporate General Partner
is a citizen of the United States.

Jerome J. Brault is the Managing General Partner of the
Partnership and a beneficial owner of the Corporate General
Partner. Mr. Brault is also a general partner of a series of
public limited partnerships affiliated with the Partnership,
including the Affiliated Limited Partnerships, and a director and
executive officer of various corporations affiliated with the
Partnership and said public limited partnerships. In addition,
Mr. Brault is an executive officer and a director of Brauvin Net
Lease V, Inc., a publicly-held real estate investment trust. Prior
to his affiliation with the Brauvin organization in 1979,
Mr. Brault was the Chief Operating Officer of Burton J. Vincent,
Chesley & Company, a New York Stock Exchange member firm.
Jerome J. Brault has a minority ownership interest in the
Purchaser.

James L. Brault is an executive officer of various
corporations affiliated with the Partnership and a series of other
public limited partnerships affiliated with the Partnership,
including the Affiliated Limited Partnerships. In addition,
Mr. Brault is an executive officer and a director of Brauvin Net
Lease V, Inc., a publicly-held real estate investment trust. Prior
to joining the Brauvin organization in May 1989, Mr. Brault was
Vice President of the Commercial Loan Division of The First
National Bank of Chicago in Washington D.C., where he had worked
since 1983. While with The First National Bank of Chicago,
Mr. Brault was responsible for the origination and management of
commercial real estate loans, as well as the direct management of
a loan portfolio in excess of $150,000,000. Mr. Brault is the son
of Jerome J. Brault. James L. Brault has a minority ownership
interest in the Purchaser.

Cezar M. Froelich is a principal with the Chicago law firm of
Shefsky Froelich & Devine Ltd., 444 North Michigan Avenue, Chicago,
Illinois 60611, which in the past has acted as counsel to the
General Partners, the Partnership and certain of their affiliates.
Mr. Froelich is also a beneficial owner of the Corporate General
Partner. Mr. Froelich is an individual general partner in seven
other affiliated public limited partnerships, including the
Affiliated Limited Partnership and is a shareholder in Brauvin
Management Company and Brauvin Financial Inc. Mr. Froelich
resigned as an individual General Partner of the Partnership on May
23, 1996, which resignation will become effective ninety days from
June 20, 1996, the date notice of such resignation was first given
to the Limited Partners.

David M. Strosberg is the President of the Morningside Group,
223 West Erie, 5th Floor, Chicago, Illinois 60610, and is an
independent real estate investor and developer. Mr. Strosberg is
also a shareholder of the Corporate General Partner and certain of
its affiliates. Mr. Strosberg's organization specializes in the
development of for-sale, multi-family properties. Mr. Strosberg is
also an individual General Partner of Brauvin High Yield Fund L.P.
Mr. Strosberg has indicated his intent to resign as an individual
General Partner subsequent to the approval of the Transaction by
the Limited Partners.

Description of the Assets

The Partnership currently owns 28 income-producing properties
as well as a 51% interest in a Scandinavian Health Spa and a 99%
interest in a joint venture which owns the land and buildings
underlying six Ponderosa restaurants, predominantly all of which
are subject to triple-net leases. The Partnership is a landlord
only and does not participate in the operations of any of the
properties discussed herein. All properties are occupied and all
lease payments to the Partnership are current with the exception of
the former Hardee's restaurant located in Albion, Michigan and the
three Chi-Chi's restaurants (as discussed in the following
summary). All properties were paid for in cash, without any
financing. The General Partners believe that the Partnership's
properties are adequately insured. A description of each of the
properties owned by the Partnership follows.

The Taco Bell restaurant located in Schofield, Wisconsin was
sold in February 1994. In October 1994, the Partnership exchanged
the Ponderosa restaurant in Apopka, Florida for a Ponderosa
restaurant in Joliet, Illinois.

No property had a cost basis in excess of 10% of the gross
proceeds of the Offering or had rental income in excess of 10% of
the total rental income of the Partnership.

Ponderosas:

Rockford, Illinois

This property is located at 3725 East State Street. The
building, built in 1969, consists of 5,930 square feet situated on
a 31,476 square foot parcel. The building was constructed utilizing
wood siding over concrete block.

Bloomington, Illinois

This property is located at 1329 East Empire Street. The
building, built in 1970, consists of 4,608 square feet situated on
a 60,725 square foot parcel. The building was constructed
utilizing wood siding over concrete block.

Orchard Park, New York

This property is located at 3019 Union Road. The building,
built in 1980, consists of 5,600 square feet situated on a 75,000
square foot parcel. The building was constructed utilizing wood
siding over concrete block.

In July 1995, Metromedia, the parent of Ponderosa, closed the
Orchard Park, New York restaurant. In exchange for the closed
Ponderosa, the Partnership agreed to accept a Tony Roma's
restaurant in Mesquite, Texas. The Tony Roma's restaurant will
result in additional rent of approximately $2,000 per year plus
percentage rents and future rent escalations upon exercise of lease
renewals.

Oneonta, New York

This property is located at 333 Chestnut. The building, built
in 1979, consists of 5,250 square feet situated on a 61,600 square
foot parcel. The building was constructed utilizing wood siding
over concrete block and facebrick.

Middletown, New York

This property is located at 163 Doison Avenue. The building,
built in 1980, consists of 6,120 square feet situated on a 71,708
square foot parcel. The building was constructed utilizing stained
wood veneer and flagstone.

Joliet, Illinois

This property is located at 2200 West Jefferson Street. The
building, built in 1970, consists of 4,500 square feet situated on
a 57,000 square parcel. The building was constructed utilizing
brick and wood siding. This Ponderosa was received in exchange for
Ponderosa Unit 1055, an original purchase of the Partnership, in
December 1994.

In June 1995, Metromedia, the parent of Ponderosa, closed the
Joliet, Illinois Ponderosa with the intent of converting the site
into a Bennigan's restaurant. Subsequently, Metromedia changed its
mind and is currently looking for a suitable sublessee. Under the
terms of its lease, Metromedia continues to pay rent to the
Partnership.

Franklin, Ohio

This property is located at 3320 Village Drive. The building,
in 1987, consists of 4,550 square feet situated on a 9,242 foot
parcel. The building was constructed utilizing wood over concrete
block.

Herkimer, New York

This property is located at the corner of State and King
Streets. The building, built in 1979 and remodeled in 1988,
consists of 5,817 square feet situated on a 44,932 square foot
parcel. The building was constructed using wood siding over
concrete block and facebrick.

Sweden, New York

This property is located at 6460 Brockport-Spencerport Road.
The building, built in 1981 and remodeled in 1987, consists of
5,400 square feet situated on a 47,500 square foot parcel. The
building was constructed using wood paneling over concrete block.

Appleton, Wisconsin

This property is located at 130 South Bluemond Road. The
building, built in 1969 and renovated in 1986, is a one-story,
5,400 square foot building constructed with stucco and painted
concrete block with wood trim over wood frame on an approximately
54,450 square foot site.

Dublin, Ohio

This property is located at 1671 East Dublin-Granville Road.
The building, built in 1973 and renovated in 1987, is a one-story,
5,360 square foot building constructed with wood siding over wood
frame on an approximately 47,000 square foot site.

Penfield, New York

This property is located at 1610 Penfield Road. The building,
built in 1981 and renovated in 1987, is a one-story, 5,400 square
foot building constructed with vinyl siding over wood frame on an
approximately 54,900 square foot site.

Pendleton Pike, Indiana

This property is located at 8502 Pendleton Pike. The building,
built in 1984 and renovated in 1987, is a one-story, 5,400 square
foot building constructed with a prefab stucco facade with an
atrium front and wood panels on the sides of the building on an
approximately 95,000 square foot site.

Eureka, Missouri

This property is located at 80 Hilltop Village Center. The
building, built in 1981 and renovated in 1986, is a one-story,
5,360 square foot building constructed with wood over wood
approximately 71,400 square foot site.

Joint Venture Ponderosas: The Partnership has a 99% interest in a
Joint Venture with an affiliated public real estate partnership
that acquired the following six Ponderosas:

Louisville, Kentucky

This property is located at 4801 Dixie Highway. The building
consists of 5,100 square feet situated on a 62,496 square foot
parcel and was constructed in 1969 utilizing wood siding over
concrete block with flagstone.

Cuyahoga Falls, Ohio

This property is located at 1641 State Road. The building
consists of 5,587 square feet situated on a 40,228 square foot
parcel and was constructed in 1973 utilizing wood siding over
concrete block.

Tipp City, Ohio

This property is located at 135 South Garber. The building
consists of 6,080 square feet situated on a 53,100 square foot
parcel and was constructed in 1980 utilizing wood siding over
concrete block.

Mansfield, Ohio

This property is located at 1075 Ashland Road. The building
consists of 5,600 square feet situated on a 104,500 square foot
parcel and was constructed in 1980 utilizing wood siding over
concrete block and flagstone.

Tampa, Florida

This property is located at 4420 West Gandy Boulevard. The
building consists of 5,777 square feet situated on a 50,094 square
foot parcel and was constructed in 1986 utilizing wood siding over
concrete block.

Mooresville, Indiana

This property is located at 499 South Indiana Street. The
building consists of 6,770 square feet situated on a 63,525 square
foot parcel and was constructed in 1981 utilizing wood siding over
concrete block.

Taco Bells:

Schofield, Wisconsin

This property is located at 704 Grand Avenue approximately 2.5
miles south of Wausau, Wisconsin. The building, built in 1978,
consists of 1,440 square feet situated on a 11,603 square foot
parcel. The building was constructed utilizing painted brick on a
concrete foundation. This property was sold in February 1994.

Lansing, Michigan

This property is located at 4238 West Saginaw on the outskirts
of Lansing, Michigan. The building, built in 1979, consists of
1,566 square feet situated on a 21,186 square foot parcel. The
building was constructed utilizing painted brick on a concrete
foundation.

Scandinavian Health Spa

On July 21, 1989, the Partnership and Brauvin High Yield Fund
L.P. ("BHYF") formed a joint venture, Brauvin Funds Joint Venture
("Funds JV"), that acquired the land and building underlying a
Scandinavian Health Spa (the "Health Spa") in Glendale, Arizona
from an unaffiliated developer for $5,250,000, plus closing costs.
The Partnership contributed $2,961,143 (51%) and BHYF contributed
$2,585,608 (51%) to Funds JV. The Joint Venture owns the Health
Spa on a fee simple basis. The Health Spa is not subject to any
material mortgages, liens or other encumbrances.

The Health Spa was constructed in 1988 and consists of a
36,556 square foot health club located on a three acre parcel in
Glendale, Arizona, a suburb of Phoenix. The property is a
two-story health and fitness workout facility located within the
195,000 square foot Glendale Galleria Shopping Center and has been
100% occupied during the laws five years by the Health Spa.

The Health Spa is subject to a triple-net lease with the
lessee, Scandinavian U.S. Swim & Fitness, Inc., which is
responsible for paying all taxes, insurance premiums and
maintenance costs. The lease terminates in 2009; is subject to
four five-year renewal options and is not subject to a right of
first refusal. The 1995 rental income distributed to the
Partnership from Funds JV was $352,819, which is 12.1% of the total
rental income of the Partnership. The rent is payable in equal
monthly installments and was increased by 11.5% on February 1, 1994
and will be increased by 11.5% every five years thereafter.

Children's World Learning Centers:

Livonia, Michigan

The Children's World Learning Center is located at 38880 West
Six Mile Road in Livonia, Michigan, approximately 12 miles west of
downtown Detroit. The 6,095 square foot, single-story building was
built in 1984 utilizing concrete block and has a pitched roof with
asphalt shingles.

Farmington Hills, Michigan

The Children's World Learning Center is located at 29047 13
Mile Road in Farmington Hills, Michigan, approximately 26 miles
northwest of Detroit. The 6,175 square foot, single-story building
was built in 1989 utilizing a wood frame-and has a pitched roof
with asphalt shingles.

Waterford, Michigan

The Children's World Learning Center is located at 3100 Dixie
Highway in Waterford, Michigan, approximately 35 miles northwest of
Detroit. The 6,175 square foot, single-story building was built in
1988 utilizing a wood frame and has a pitched roof with asphalt
shingles.

Avis Lubes:

Orlando, Florida

The Avis Lube is located at 2699 Delaney Street across the
street from a 91,000 square foot shopping center anchored by Publix
and Woolworths. The building, built in 1989, consists of 1,532
square feet situated on a 12,150 square foot parcel. The building
was constructed using concrete block and has two oil change bays.

Orlando, Florida

The Avis Lube is located at 1625 South Conway Road across the
street from a 123,000 square foot shopping center anchored by
Publix and Eckard Drugs. The building, built in 1989, consists of
1,947 square feet situated on a 24,939 square foot parcel. The
building was constructed using concrete block and has three oil
change bays.

The lessee of the two Orlando Avis Lubes defaulted on its
payment obligations under the lease in 1991 and in January 1992
vacated the properties. The Partnership continued to receive rent
payments from the lessee, which Avis Lube, Inc. guaranteed to the
Partnership until the lease expired in June 1996. Avis Lube, Inc.
subleased the properties until June 1996 to an unaffiliated
sublessee, Florida Express Lubes, Inc. The Partnership signed new
leases with the sublessee to operate the properties, as lessee.
The leases are for a 14 year term and commenced June 1, 1996. Base
annual rent at 2699 Delaney Street is $48,000 and at 1625 South
Conway Road is $54,000. The new lease rents are lower than the
previous rents.

Rock Hill, Missouri

The Avis Lube is located at 9725 Manchester Road, two miles
west of the St. Louis, Missouri city limits. The building, built
in 1988, consists of 2,940 square feet situated on a 21,143 square
foot parcel. The building was constructed using brick veneer and
has four oil change bays, two with service pit work access and two
with ground level work access.

The former lessee of the Rock Hill, Missouri property
defaulted on its payment obligations and vacated the property in
April 1994. The Partnership continued to receive rent payments from
the guarantor, Avis Lube, Inc. Avis Lube, Inc. subleased the
property through March 1996 to an unaffiliated sublessee, Clarkson
Investors II, an auto/oil repair operator. The Partnership signed
a new lease with the sublessee to continue to operate the property.
The lease is for 42 months, commenced March 26, 1996 and provides
for annual base rent of $55,000. The new lease rent is lower than
the previous rent.

Hardee's:

Newcastle, Oklahoma

This restaurant is an outparcel of a 67,500 square foot
shopping center located on the 400 & 500 block of N.W. 32nd. The
3,300 square foot, single-story building was built on a 35,200
square foot parcel in 1990 utilizing a wood frame with brick
facing.

St. Johns, Michigan

This restaurant is an outparcel of a 70,000 square foot
Wal-Mart department store located at the corner of U.S. 27 and
Townsend Road. The 3,300 square foot, single-story building was
built on a 47,200 square foot parcel in 1990 utilizing a wood frame
with brick facing.

Albion, Michigan

This restaurant is located at 118 E. Michigan Avenue. The
3,034 square foot, single-story building was built on a 32,670
square foot parcel in 1990 utilizing a wood frame with brick
facing.

Beginning in September 1990, the Partnership did not receive
rent payment on the Hardee's restaurants located in Albion,
Michigan and St. Johns, Michigan (the "Michigan Properties"). As
a result of eviction proceedings commenced by the Partnership
against the defaulting lessee on January 5, 1991 due to nonpayment
of rent, the Partnership obtained legal possession of the Albion
property on February 25, 1991 and the St. Johns property on March
18, 1991 and the leases were terminated. Subsequently, Wolverine
Fast Food, Inc. ("Wolverine"), the defaulting lessee, filed a
Chapter 11 bankruptcy proceeding. Upon obtaining possession of the
Michigan Properties, the Partnership entered into a lease (the
"Interim Lease") with an affiliate of the Partnership (the
"Affiliated Lessee") until a suitable unaffiliated lessee could be
found. Simultaneously, the Partnership entered into negotiations
with Hardee's Food Systems, Inc. ("Hardee's"), the franchisor, to
manage and operate the Michigan Properties until a new
franchisee/tenant for the Michigan Properties could be located.

During the period that the Michigan Properties were operated
by the Affiliated Lessee, the operating expenses and management
fees exceeded the revenues generated by the restaurants. As a
result, the Partnership advanced $398,915 to the Affiliated Lessee
as of December 31, 1993 and 1992, which was fully reserved in 1993
and written off in 1994.

After taking possession of the Michigan Properties, the
Partnership, in conjunction with Hardee's, had sought replacement
operators for the Michigan Properties. During that time, Wolverine
approached the Partnership to re-lease the restaurants on a
long-term basis. Because the Partnership had been unable to
identify another long-term tenant for the restaurants and because
Hardee's began to actively support Wolverine and substantial
improvement in the performance of other Wolverine-operated
restaurants was reported, the Partnership entered into negotiations
with Wolverine to re-lease the Michigan Properties.

As a result of discussions with Wolverine, the Partnership
agreed to lease the Michigan Properties to Wolverine, Kenneth
Schiefelbein, Barbara Schiefelbein and Jon Guiles, individual
principals of Wolverine, for a period of 20 years. The lease term
commenced at the St. Johns property on April 1, 1992 and June 1,
1992 at the Albion property. Beginning February 1993, the St.
Johns property and beginning July 1993 the Albion property became
seriously delinquent on payments of rent to the Partnership.
Although the tenant made irregular rent payments, these
delinquencies increased each month throughout the remainder of
1993. In December 1993, Wolverine abandoned the St. Johns property
and in January 1994, the Albion property was vacated. On February
2, 1994, the Wolverine petition to the Bankruptcy court was
modified from a Chapter 11 to a Chapter 7 filing. In conjunction
with the lease negotiations, as well as with the lawsuits filed by
the Partnership against Schiefelbein and Guiles, Schiefelbein and
Guiles executed agreements with the Partnership for
non-dischargeable debt obligations. A nondischargeable judgement
in the amount of $2,500,000 was entered against Schiefelbein and a
non-dischargeable judgement in the amount of $1,500,000 was entered
against Guiles.

The Partnership entered into a lease with a new tenant,
Jasaza, Inc., to operate the Albion property as a Hardee's
restaurant. The base rent on the property began at a level below
the original lease with Wolverine. On April 8, 1994, the
Partnership was notified that Jasaza, Inc., the replacement tenant,
was terminating its lease at the Albion Hardee's as of April 12,
1994. The Partnership continues to actively market this property
for a replacement tenant.

During the third quarter of 1994, the Partnership recorded an
allowance for impairment of $500,000 related to an other than
temporary decline in the value of the real estate for the Michigan
Properties. This allowance has been recorded as a reduction of the
properties' cost, and allocated to the land and building based on
the original acquisition percentages of 30% (land) and 70%
(building).

During the fourth quarter of 1994, the Partnership executed a
lease with a Dairy Queen franchisee to be the new tenant at the St.
Johns, Michigan property. The lease is for a five year term and
commenced February 1, 1995. Base rent is $2,500 per month with
monthly percentage rent of 5% due after monthly sales exceed
$37,500. The lease provides an option to renew for one five year
period. The new lease rent is lower than the rent from the
previous tenant.

Blockbuster Video:

South Orange, New Jersey

This property is located at 57 South Orange Avenue in downtown
South Orange. The 6,705 square foot brick building was completely
renovated in 1990 and consists of a primary level, a mezzanine
level plus a full basement for storage.

Chi-Chi's:

Richmond, Virginia

This property is located at 9135 West Broad Street in Richmond
and consists of a 7,270 square foot restaurant with a seating
capacity of 280. The property was built in January 1990 and is
situated on approximately one acre of land.

Charlotte, North Carolina

This property is located at 2522 Sardis Road North at the
intersection of Independence Boulevard. The property is situated on
a 1.5 acre parcel and consists of a 7,270 square foot restaurant
with a seating capacity for 280. The property opened in May 1990.

Clarksville, Tennessee

This property is located in Governor's Square Shopping Center
at 2815 Guthrie Road in Clarksville. The property consists of a
5,678 square foot restaurant with seating for 180 people and is
situated on an approximately 50,000 square foot parcel of land.
The property opened in May 1990.

During 1995, Chi-Chi's, the sub-tenant under the master lease
with Foodmaker, Inc. ("Foodmaker"), closed each of its three
restaurants owned by the Partnership because they were not
profitable. Under the terms of the three leases, Foodmaker, the
master tenant and guarantor, continues to pay rent for all three
properties. Chi-Chi's has undertaken to release the three closed
restaurants. In March 1996, a sub-tenant, Carolina Bar-B-Q,
executed a second sub-lease with Chi-Chi's for the Charlotte, North
Carolina property, and the operations for this sub-tenant commenced
late in the second quarter of 1996. Chi-Chi's is currently in the
process of completing negotiations with a potential sub-tenant to
execute a second sub-lease with Chi-Chi's for the Richmond,
Virginia property and Chi-Chi's is currently in discussion with
potential sub-tenants for the Clarksville, Tennessee property.
Foodmaker will continue to be the guarantor under terms of each of
the second sub-leases.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and 1993
were $3,582,492, $3,478,020 and $3,569,741, respectively, of which
$3,039,738, $2,564,375 and $2,346,355, respectively, represented
net income. Cash distributions to Limited Partners for the first
quarter of 1996 were $907,443. Distributions of operating cash
flow, if available, were paid four times per year, 45 days after
the end of each calendar quarter. No amount distributed in 1995 or
1996 was a result of a sale of assets, however, the Partnership
distributed $375,000 from the sale of the Taco Bell property in
Schofield, Wisconsin during 1994. The difference between cash
distributions of the Partnership and the net income earned is
primarily the result of depreciation expense and, to a lesser
extent, differences between the accrual basis of accounting and the
cash generated from operations.

Below is a table summarizing the historical data for the
Partnership's distribution rates per Unit per annum:

Distribution
Date 1996 1995 1994 1993 1992

February 15 $22.3597 $22.3597 $22.5000 $22.5000 $21.8750

May 15 22.3597 22.3597 22.5000 22.5000 21.8750

August 15 22.3597 22.5000 22.5000 21.8750

November 15 22.3597 26.2368 22.5000 21.8750

The above table includes a return of capital distribution of
$6.2368 in November 1994.

Future changes in the Partnership's distributions would largely
depend on sales at the Assets resulting in changes to percentage
rent and, to a lesser extent, on rental increases or decreases
which will occur due to changes in the Consumer Price Index or
scheduled changes in base rent and loss of rental payments
resulting from defaults and lease payment reductions due to lease
renegotiations. The Operating General Partners have determined
that during the pendency of the proxy solicitation no future
distributions of operating cash flow will be made to the Limited
Partners. As of the date hereof, the Partnership has no preferred
return deficiency.

Ownership of Units

No person (including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act) is known to the Partnership
to be the beneficial owner of more than 5% of the outstanding Units
as of April 30, 1996.

Market for the Units

The Units are not traded on any established trading market, nor
has there been such a market during the past two years. Thus, no
information is available as to high and low bid quotations or sales
prices. It is not anticipated that there will be a public market
for the Units in the future. Furthermore, no person has contacted
the Partnership expressing an interest in purchasing Units.
Neither the General Partners nor the Partnership are obligated to
redeem or repurchase Units, but the Partnership may purchase Units
under certain very limited circumstances. The Partnership will not
purchase Units during the pendency of the proposed Transaction.

Below is a table summarizing purchases of Units made by the
Partnership during the last two fiscal years and the current fiscal
year:
Units Range Average
For the Quarter ended: Purchased of Prices Price

March 31, 1994 145.42087 $1,000 $1,000
June 30, 1994 135.00000 $1,000 $1,000
September 30, 1994 --- --- ---
December 31, 1994 47.00000 $1,000 $1,000

March 31, 1995 27.00000 $1,000 $1,000
June 30, 1995 100.49429 $1,000 $1,000
September 30, 1995 --- --- ---
December 31, 1995 0.03219 $1,000 $1,000

March 31, 1996 114.54366 $1,000 $1,000
June 30, 1996 --- --- ---

Purchases of the Units by the Partnership prior to receipt
of the Valuation were made at the initial public offering price.
Should the Transaction not be completed, any future purchases of
Units by the Partnership will be at a price equal to the then
current valuation of the Units based on a third-party valuation.

Legal Proceedings

The Partnership is not a party to any legal proceedings.

Independent Certified Public Accountants

Deloitte & Touche LLP, whose report on the Partnership's
financial statements as of December 31, 1995 and 1994 and for the
three years in the period ended December 31, 1995 appear in the
Partnership's 1995 Annual Report on Form 10-K, are the current
independent auditors of the Partnership. No representative of
Deloitte & Touche LLP is expected to be present at the Special
Meeting.

Available Information

The Units are registered pursuant to Section 12(g) of the
Exchange Act. As such, the Partnership is subject to the
informational filing requirements of the Exchange Act, and in
accordance therewith, is obligated to file reports and other
information with the Commission relating to its business,
financial condition and other matters. Comprehensive financial
information is included in the Partnership's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other documents
filed by the Partnership with the Commission, including the 1995
Annual Report on Form 10-K, excerpts from which are included on
Schedule I hereto, and the Quarterly Report on Form 10-Q for the
period ended March 31, 1996, excerpts from which are included on
Schedule II hereto. Such reports and other information should be
available for inspection and copying at the public reference
facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies should be available by mail upon
payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W.,
Washington, D.C. 20549.

The Corporate General Partner is a privately held company
and is not subject to the reporting requirements of the Exchange
Act.

CERTAIN INFORMATION CONCERNING THE PURCHASER

The Purchaser is a Delaware limited liability company that
was recently formed to acquire the Assets and the assets of the
Affiliated Limited Partnerships. The Purchaser has not engaged
in any business or activity of any kind, or entered into any
agreement or arrangement with any person or entity or incurred,
directly or indirectly, any material liabilities or obligations,
except in connection with its formation, the proposed Transaction
and the proposed Affiliated Transactions. Upon completion of the
Transaction and the Affiliated Transactions, the Purchaser will
own and operate the Assets and the assets owned by the Affiliated
Limited Partnerships.

The Braults have a minority ownership position in the
Purchaser. In addition, certain other members of the Corporate
General Partner's management may participate in the ownership of
the Purchaser. Neither Mr. Froelich nor Mr. Strosberg have any
affiliation with the Purchaser. The Purchaser is in the process
of securing equity and debt financing to consummate the
Transaction and the Affiliated Transactions. Thus, the ultimate
ownership of the Purchaser will not be known until the completion
of these investment activities. It is anticipated that the
members of the Purchaser will be a number of unrelated,
accredited investors.

The Purchaser's principal executive office and place of
business is 150 South Wacker Drive, Suite 3200, Chicago, Illinois
60606. Its telephone number is (312) 443-0922. All information
contained in this Proxy Statement concerning the Purchaser is
based upon statements and representations made by the Purchaser
or its representatives to the Partnership or its representatives.

SELECTED FINANCIAL DATA

The tables attached hereto as Schedules I and II provide a
summary of certain financial data for the Partnership. Such
selected financial data should be read in conjunction with the
detailed information and financial statements included in the
Partnership's Annual Report to Limited Partners which was
distributed to the Limited Partners on May 1, 1996 and are
included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995, the Partnership's Annual Report, as
amended, on Form 10-K/A for the year ended December 31, 1995 and
the Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, which are incorporated herein by reference.

The Partnership's ratio of earnings to fixed charges for
each of March 31, 1996, December 31, 1995 and December 31, 1994
was 0.00%, as the Partnership has no fixed charges.

The foregoing information is derived from the audited
financial statements of the Partnership for 1994 and 1995 and the
unaudited financial statements of the Partnership for the first
quarter of 1996.

Pro forma data disclosing the effect of the Transaction is
not material. The Purchaser is a newly formed entity and thus
has no historical financial data.

INCORPORATION BY REFERENCE

The following documents filed by the Partnership with the
Commission are incorporated in this Proxy Statement by reference
and made a part hereof:

1. The Partnership's Annual Report on Form 10-K for the
year ended December 31, 1995;
2. The Partnership's Annual Report, as amended, on Form
10-K/A for the year ended December 31, 1995;
3. The Partnership's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
4. All reports filed by the Partnership with the
Commission pursuant to Section 13 or 15(d) of the
Exchange Act, since January 1, 1995 to the date of the
Special Meeting.

Any statement contained in a document incorporated by
reference shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this Proxy
Statement modifies or replaces such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement.

The Partnership will provide without charge to each person
to whom a copy of this Proxy Statement is delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents incorporated herein by reference (other than
exhibits to such documents unless such documents are specifically
incorporated by reference into the information this Proxy
Statement incorporates). Written and telephone requests for such
copies should be addressed to the Partnership at its principal
executive office.
<PAGE>
<TABLE>
SCHEDULE I

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Selected Income Statement Date:

Rental Income $4,192,243 $4,198,955 $4,128,233 $4,064,706 $3,890,615
Interest Income $68,435 $31,248 $12,876 $20,440 $98,369
Net Income $3,039,738 $2,564,375 $2,346,355 $2,936,205 $2,750,029
Net Income Per Unit (a) $75.82 $64.69 $57.82 $72.62 $68.18

Selected Balance Sheet Data:
Cash and Cash Equivalents $1,374,779 $1,106,917 $799,390 $548,439 $534,673
Land, Buildings and Improvements $35,951,164 $35,951,164 $36,727,348 $36,727,348 $36,727,348
Total Assets $33,207,008 $33,630,071 $34,704,875 $35,626,490 $36,220,659
Cash Distributions to General Partners --- --- --- --- ---
Cash Distributions to Limited Partners (b) $3,582,492 $3,478,020 $3,569,741 $3,456,204 $3,535,493
Cash Distributions to Limited Partners
Per Unit (a) $89.36 $87.74 $90.22 $87.68 $89.90
Book Value Per Unit (a) $750.60 $763.00 $792.46 $825.48 $841.54
<FN>
<F1>
NOTES:
(a) Net income per Unit, cash distributions to Limited Partners per Unit and book value per Unit are based on the average
Units outstanding during the year since they were of varying dollar amounts and percentages based upon the dates Limited
Partners were admitted to the Partnership and additional Units were purchased through the Partnership's distribution
reinvestment plan.

(b) This includes $9,060, $14,717, $10,909, $7,856 and $10,323 paid to various states for income taxes on behalf of all
Limited Partners for the years 1995, 1994, 1993, 1992 and 1991, respectively.
</FN>
</TABLE>
<PAGE>
SCHEDULE II

BRAUVIN HIGH YIELD FUND L.P. II
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995

Selected Income Statement Data:

Rental Income $ 1,040,396 $ 1,037,861

Interest Income $ 20,684 $ 9,825

Net Income $ 695,613 $ 748,698

Net Income Per Unit (a) $ 16.65 $ 18.75

Selected Balance Sheet Data:

Cash and Cash Equivalents $ 1,367,182 $ 1,007,872

Land, Buildings and
Improvements $35,951,164 $35,962,114

Investment in Brauvin High
Yield Venture $ 33,365 $ 34,443

Investment in Brauvin Funds
Joint Venture $ 2,467,238 $ 2,486,461

Total Assets $32,985,739 $33,340,298

Cash Distributions to General
Partners --- ---

Cash Distributions to
Limited Partners $ 907,443 $ 897,832

Cash Distributions to Interest
Holders Per Unit (a) $ 21.72 $ 22.49

Book Value Per Unit (a) $ 745.16 $ 759.56

____________________________________

(a) Net income per Unit, cash distributions to Limited
Partners per Unit and book value per Unit are based on the
average Units outstanding during the year since they were
of varying dollar amounts and percentages based upon the
dates Limited Partners were admitted to the Partnership
and additional Units were purchased through the
Partnership's distribution reinvestment plan.

<PAGE>

YOUR VOTE IS EXTREMELY IMPORTANT

Regardless of the number of Units of Brauvin High Yield Fund
L.P. II you own, please vote by taking these simple steps:

1. Please SIGN, MARK, DATE and MAIL the enclosed proxy card
in the enclosed, postage-paid envelope (or by facsimile)
as soon as possible before the Special Meeting on
August __, 1996.

2. You may also transmit your proxy by facsimile to
(214) 999-9323 or (214) 999-9348. When voting your
proxy by facsimile, both sides of the proxy card must be
transmitted.

3. If you wish to vote "FOR" the Transaction and "FOR" the
Amendment, you must submit the enclosed proxy card.

4. If your Units are held for you in "street name" by a
bank or broker, the bank or broker may not give your
proxy without your instruction. Please call your bank
or broker and instruct your representative to vote "FOR"
the Transaction. A broker non-vote is the equivalent of
a vote "AGAINST" the Transaction and the Amendment.

5. If you have any questions or require any additional
information concerning this Proxy Statement please
contact either:

Investor Services Department
Brauvin High Yield Fund L.P. II
150 South Wacker Drive
Chicago, Illinois 60606

Call Toll-Free (800) 272-8846

or our solicitation agent who can also assist you in voting:

The Herman Group, Inc.
2121 San Jacinto Street
26th Floor
Dallas, Texas 75201

Call Toll-Free (800) 992-6145

PLEASE SIGN, MARK, DATE AND RETURN YOUR PROXY CARD TODAY.

<PAGE>
TABLE OF CONTENTS
Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Transaction . . . . . . . . . . . . . . . . . . . . . 4
Related Transactions. . . . . . . . . . . . . . . . . . . 4
Amendment to the Partnership Agreement. . . . . . . . . . 5
The Special Meeting; Votes Required . . . . . . . . . . . 5
Purpose of and Reasons for the Transaction. . . . . . . . 5
Effects of the Transaction. . . . . . . . . . . . . . . . 6
Valuation of the Assets; Fairness Opinion . . . . . . . . 7
Recommendations of the General Partners . . . . . . . . . 7
Conflicts of Interest . . . . . . . . . . . . . . . . . . 8

SPECIAL MEETING OF THE LIMITED PARTNERS. . . . . . . . . . . . 9
Special Meeting; Record Date. . . . . . . . . . . . . . . 9
Procedures for Completing Proxies . . . . . . . . . . . . 9
Votes Required. . . . . . . . . . . . . . . . . . . . . . 11
Solicitation Procedures . . . . . . . . . . . . . . . . . 11
Revocation of Proxies . . . . . . . . . . . . . . . . . . 12

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 12
The Merger Agreement. . . . . . . . . . . . . . . . . . . 12
Representations and Warranties of the Parties . . . . . . 13
Additional Agreements . . . . . . . . . . . . . . . . . . 15
Conditions to Closing the Transaction . . . . . . . . . . 15
Determination of Redemption Price . . . . . . . . . . . . 18
Termination of the Merger Agreement . . . . . . . . . . . 19
Amendment of the Merger Agreement . . . . . . . . . . . . 20
Amendment of Partnership Agreement. . . . . . . . . . . . 20
Related Transactions. . . . . . . . . . . . . . . . . . . 20

INCOME TAX CONSEQUENCES OF THE TRANSACTION . . . . . . . . . . 21
Certain Federal Income Tax Consequences . . . . . . . . . 21
Differing Tax Treatment of the Limited Partners . . . . . 24

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . 25
Purpose of and Reasons for the Transaction. . . . . . . . 25
Alternatives to the Transaction . . . . . . . . . . . . . 29
Effects of the Transaction. . . . . . . . . . . . . . . . 31
Valuation of the Assets; Fairness Opinion . . . . . . . . 33
Recommendations of the General Partners . . . . . . . . . 38
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 41
Costs Associated with the Transaction . . . . . . . . . . 42

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 42
Interests in the Purchaser. . . . . . . . . . . . . . . . 42
Purchaser Fees. . . . . . . . . . . . . . . . . . . . . . 43
Indemnification under the Partnership Agreement . . . . . 43
Indemnification by the Purchaser. . . . . . . . . . . . . 44

CERTAIN INFORMATION ABOUT THE PARTNERSHIP, ITS GENERAL
PARTNERS AND THEIR AFFILIATES. . . . . . . . . . . . . . . . . 45
The Partnership . . . . . . . . . . . . . . . . . . . . . 45
The General Partners. . . . . . . . . . . . . . . . . . . 46
Description of the Assets . . . . . . . . . . . . . . . . 47
Distributions . . . . . . . . . . . . . . . . . . . . . . 57
Ownership of Units. . . . . . . . . . . . . . . . . . . . 58
Market for the Units. . . . . . . . . . . . . . . . . . . 58
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 59
Independent Certified Public Accountants. . . . . . . . . 59
Available Information . . . . . . . . . . . . . . . . . . 59

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 59

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 60

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 61

ANNEX I - VALUATION

ANNEX II - FAIRNESS OPINION

<TABLE>
Brauvin High Yield Fund L.P. II - ANNEX I

</TABLE>
<PAGE>
<TABLE>
Brauvin High Yield Fund L.P. II - ANNEX I

</TABLE>

<PAGE>
Annex II

Preliminary Form and Content of
Cushman & Wakefield Fairness Opinion

Cushman & Wakefield has advised the Partnership through its
Corporate General Partner that in its opinion, the price per Unit
reflected in the proposed Transaction is fair, from a financial
point of view, to the Unit holders. The determination that a
price is "fair" does not mean that the price is the highest price
which might be obtained in the marketplace, but rather that based
upon the sum of the appraised values of the Assets, the price
reflected in the proposed Transaction is within a range that
Cushman & Wakefield believes is reasonable. Although there is no
active market in trading the Units, for those Units that have
traded the price per Unit was at or below the price per Unit in
the proposed Transaction. Cushman & Wakefield relied on its
appraisal work as a basis for establishing the fairness of the
proposed Transaction. Other methods could have been employed to
test the fairness of the proposed Transaction and yielded
different results. In rendering this opinion, Cushman &
Wakefield has not considered, and has not addressed, market
conditions and other factors (e.g., whether the sale of the
Assets as a portfolio rather than a series of sales of individual
assets, would produce a premium or a discounted selling price)
that, in an open-market transaction, could influence the selling
price of the Assets and result in proceeds to Unit holders
greater or less than the proposed price per Unit. Cushman &
Wakefield also has not considered the price and trading history
of other publicly traded securities that might be deemed relevant
due to the relative small size of the proposed Transaction and
the fact that the Units are not publicly traded. Furthermore,
Cushman & Wakefield has not compared the financial terms of the
proposed Transaction to the financial terms of other transactions
that might be deemed relevant, given that the proposed
Transaction involves all cash to the Unit holders.
<PAGE>
Exhibit 17(f)

May 23, 1996

Mr. Jerome J. Brault
Brauvin Realty Advisors II, Inc.
Corporate General Partner
Brauvin High Yield Fund L.P. II
150 South Wacker Drive, Suite 3200
Chicago, IL 60606

Dear Mr. Brault:

The Herman Group, Inc. ("Herman") is pleased to provide
Brauvin Realty Advisors II, Inc. and/or its affiliates
("Brauvin"), with solicitation management, mailing and tabulation
services in connection with Brauvin's contemplated consent
solicitation to limited partners in Brauvin High Yield Fund L.P.
II, tentatively scheduled to commence in the Second Quarter 1996
(the "Solicitation Effort"), such services being more fully
described in the Fee Schedule attached hereto. This Engagement
Letter is intended to set forth our understanding with respect to
our engagement.

1. Solicitation Effort. Herman agrees to conduct the
Solicitation Effort in a timely, diligent and professional
manner, consistent with customary practices in the industry.

2. Solicitation Fees. In connection with the Solicitation
Effort, Brauvin agrees to pay Herman the Management Services
Fees and Direct Expenses as described in this Paragraph 2
and the attached Fee Schedule (collectively, "Solicitation
Fees").

(a) Management Service Fee - As compensation for the
Solicitation Effort, Brauvin agrees to pay Herman a
Management Services Fee of $5,275 one-half (50%) upon
execution of this Engagement Letter and one-half (50%)
upon approval/clearance by the SEC of the Proxy
material.

(b) Solicitation and Tabulation Services Fees - Brauvin
agrees to pay Herman the Solicitation and Tabulation
Services Fees at the rates enumerated on the Fee
Schedule ("Fees"). Herman will prepare semi-monthly
billing(s) for such fees, and Brauvin agrees to pay all
valid fees upon receipt of billing(s).

(c) Direct Expenses - Brauvin agrees to reimburse Herman,
at cost, for direct expenses incurred relative to the
Solicitation Effort, including but not limited to,
those expenses set forth on the Fee Schedule. Brauvin
shall not, however, have rights to any volume of prompt
payment discounts to which Herman may be entitled.
Herman shall prepare semi-monthly invoice(s) for
reimbursement of such Direct Expenses and Brauvin
agrees to pay all valid requests for reimbursement upon
receipt and approval of such invoice(s).

3. Conflicts. Brauvin acknowledges and agrees that Herman
engages in solicitation management services and may
simultaneously represent other clients in similar
solicitation efforts; provided however, that such other
activities do not adversely affect the Solicitation Effort.

4. Computer Software. All computer software, programs,
routines, documentation and other material used or developed
by Herman in connection with this engagement (other than
data relating specifically to Brauvin) is the sole property
of Herman, and Brauvin shall not have or retain any
proprietary rights in any such material or assert claim(s)
that such material be considered works made for hire.

5. Confidentiality. Herman agrees that all proprietary
information furnished to it by Brauvin including, without
limitation, limited partner data files, internal memos or
reports shall be held strictly confidential by Herman and
its employees; and further, shall remain the sole property
of Brauvin. Upon Expiration or Termination of the
Solicitation Effort, Herman shall return all such
information to Brauvin.

6. Compliance with Applicable Laws. Each of Herman and Brauvin
agree to comply with all laws, rules and regulations, both
state and federal, governing the preparation of solicitation
materials and the implementation of the Solicitation Effort
(collectively, the "Law").

7. Records Retention. Herman shall keep and maintain such
records of this Solicitation Effort for a period of six
months following the Expiration Date of the Solicitation
Effort, at which time all information and records shall be
returned to Brauvin.

8. Indemnifications. Brauvin agrees to indemnify and hold
harmless Herman, its directors, officers, employees and
agents (each such person being an "Indemnified Party"), from
and against any and all losses, claims, damages and
liabilities whatsoever, joint or several, to which any such
Indemnified Party may become subject under any applicable
Law or otherwise, caused by, related to or arising out of
the Solicitation Effort undertaken by Herman pursuant to
this Engagement Letter and will reimburse any Indemnified
Party for all expenses (including reasonable counsel fees)
incurred in connection with the investigation of,
preparation for or defense of any pending or threatened
claim or any action or proceeding arising therefrom.
Brauvin will not be liable under the foregoing
indemnification provision to the extent that any loss,
claim, damage, liability or expense, is caused by or results
from Herman's bad faith, willful misconduct or gross
negligence. Herman will indemnify Brauvin for any bad
faith, willful misconduct or gross negligence on their part.

9. Historical Information. With respect to the partnership,
Brauvin will furnish Herman with such information as Herman
believes appropriate to its assignment, including but not
limited to, the Partnership Agreement and all amendments
thereto (unless restated), the current 10-K (or comparable
financial disclosure), latest partnership K-1 and tax
information and investor reports for the six months
immediately preceding the date of this Engagement Letter.

10. Term. The term of this Engagement Letter shall commence
effective with the latest date of execution hereof and shall
end upon conclusion of the Solicitation Effort or sixty days
from the execution of this agreement in the event the
Solicitation Effort does not commence by that date unless
extended by mutual agreement in writing.

11. Governing Law. This Engagement Letter shall be governed by
and construed in accordance with the laws of the State of
Texas applicable to contracts.

12. Limitation of Agency. The provisions of this Engagement
Letter constitute a comprehensive expression of the scope of
the agency relationship contemplated by the parties hereto.
No additional rights, duties or obligations are intended to
be properly performable by Herman within the scope of this
agency, by means of implication, apparent authority or
otherwise.

13. Termination.

a. For Cause. Upon written notification, Herman's
engagement hereunder may be terminated by either party for
Cause. If this Engagement Letter is terminated for Cause by
either party, Herman will promptly deliver all Information
and records relating to Brauvin and the Solicitation Effort,
as they exist at the time of termination. For purposes of
this Engagement Letter, Cause shall be defined as a material
breach of the terms herein by either Party.

b. Other. Except for Cause, if Brauvin prematurely
terminates the Solicitation Effort for any reason or no
reason, Herman will be entitled to retain any and all
amounts previously paid to Herman, as well as any other
Solicitation Fees to which Herman may be entitled under this
Engagement Letter. If Herman prematurely terminates except
for cause, Herman will return all fees received to date and
all indemnifications, representations and warranties will
remain.

14. Entire Agreement.

This Engagement Letter contains the entire agreement between
Herman and Brauvin and no representations, inducements, promises
or agreements oral or otherwise not embodied herein shall be of
any force or effect. If any provisions of this Engagement Letter
are held for any reason to be unenforceable, the remainder of
this agreement shall nevertheless remain in full force and
effect.

Please confirm that the foregoing correctly sets forth our
agreement, by signing and returning one originally executed copy
of this letter to the undersigned.

Very truly yours,

THE HERMAN GROUP, INC.

By: /s/ Sherri M. Herman
Sherri M. Herman
President

Accepted and agreed to this
30th day of May, 1996:

BRAUVIN HIGH YIELD FUND L.P. II

By: Brauvin Realty Advisors II, Inc.,
its Corporate General Partner

By: /s/ Jerome J. Brault
Jerome J. Brault
Managing General Partner
<PAGE>
ESTIMATED CONSENT SOLICITATION FEE SCHEDULE
FOR
BRAUVIN REAL ESTATE FUNDS

Assumptions:

Brauvin I - 1,868 Limited Partners = 26% of Fee Schedule
Brauvin II - 2,690 Limited Partners = 38% of Fee Schedule
Brauvin III - 1,636 Limited Partners = 23% of Fee Schedule
Brauvin IV - 888 Limited Partners = 13% of Fee Schedule

30 Day Solicitation Period

MANAGEMENT SERVICES FEE

Pre-Solicitation Period Management Service

* Consultation and Strategic Planning
* Create & Update Database
* Coordinate Mailing of all Proxy Material
* Assist in drafting Proxy Materials

Solicitation Management Services

* Daily Vote Tracking/Reports
* Management Reports/Analyses

TOTAL MANAGEMENT SERVICES FEE: $ 20,000

ESTIMATED MAILING SERVICES FEES

Mailing of all Proxy Materials $ 3,500
(7,000 x $.50/ea.)
Imprinting Proxy Card & Bar Coding 700
(7,000 x $.10/ea.)
TOTAL ESTIMATED MAILING SERVICES: $ 4,200

ESTIMATED SOLICITATION & TABULATION SERVICES FEES

Telephone Number Verification $ 4,200
(7,000 x $.60/ea.)
Tabulation 2,800
(7,000 x 80% x $.50/ea.)
Remails 350
(7,000 x 10% $.50/ea.)
Telephone Solicitation 25,200
(7,000 x 80% x $3.00/ea. x 1.5 calls)
Personnel (7 without OT) 14,560
TOTAL ESTIMATED SOLICITATION & TABULATION SERVICES: $ 47,110
GRAND TOTAL - ESTIMATED COSTS AND EXPENSES: $ 51,310
PER LIMITED PARTNER $ 7.33

This fee schedule does not provide for any extension(s) for this
project

ESTIMATED DIRECT EXPENSES

* Printing Four Separate Items $ 12,960
1. Consent Solicitation Document
(4 lots of 24 pages - 2,000/ea. with color bar)
2. Letter to Investors
(4 lots of letters - 2,000/ea. with color bar)
3. Consent Card
(4 lots of Consent Cards - 3 - up to a page 2,000/ea.
with color bar)
4. Envelopes - 9 x 12 Bi-Pack - Printing 8,000
Business Reply - Printing 8,000

* Printing One Item For All Four $ 8,765

1. Consent Solicitation Document
(1 lot of 40 pages - 8,000/ea. no color bar)
2. Letter to Investors
(1 lot of letter - 8,000/ea. no color bar)
3. Consent Card
(1 lot of Consent Card - 3 - up to a page 8,000/ea. no
color bar)
4. Envelopes - 9 x 12 Bi-Pack - Printing 8,000
Business Reply - Printing 8,000

* Postage
1. 1st Class - Proxy Materials (assumes 3.3 oz.) $ 1.01/ea.
2. Business Reply .41/ea.
3. Address Forwarding Correction Request .50/ea.

* Customized Computer Programming 85.00/hr.

* Overnight and Couriers Services At Cost

* Partnership Recordkeeping proposal available upon request

<PAGE>

ADDENDUM TO THE 13E-3 FILING

AGREEMENT AND PLAN OF MERGER

AMONG

BRAUVIN REAL ESTATE FUNDS, L.L.C.,

BRAUVIN HIGH YIELD FUND L.P.,

BRAUVIN HIGH YIELD FUND L.P. II,

AND

BRAUVIN INCOME PLUS L.P. III

<PAGE>

AGREEMENT AND PLAN OF MERGER

AMONG

BRAUVIN REAL ESTATE FUNDS, L.L.C.,

BRAUVIN HIGH YIELD FUND L.P.,

BRAUVIN HIGH YIELD FUND L.P. II,

AND

BRAUVIN INCOME PLUS L.P. III

Dated: June 14, 1996

<PAGE>
TABLE OF CONTENTS

1. The Merger. . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 The Merger . . . . . . . . . . . . . . . . . . . . . 1
1.2 Surviving Entity . . . . . . . . . . . . . . . . . . 1
Effective Time of the Merger . . . . . . . . . . . . 2
Articles of Organization . . . . . . . . . . . . . . 2
1.5 Operating Agreement. . . . . . . . . . . . . . . . . 2

2. Conversion of Partnership Interests . . . . . . . . . . . 2
2.1 Conversion of Partnership Interests. . . . . . . . . 2
2.2 Redemption of Units. . . . . . . . . . . . . . . . . 3
2.3 Additional Rights; Taking of Necessary Action;
Further Action . . . . . . . . . . . . . . . . . . . 4
2.4 Federal Income Tax Considerations. . . . . . . . . . 5
2.5 Disclosure Schedules . . . . . . . . . . . . . . . . 5

3. Representations and Warranties of the Merger Company. . . 6
3.1 Formation and Qualification. . . . . . . . . . . . . 6
3.2 Authority Relative to this Agreement . . . . . . . . 6
3.3 No Conflicts . . . . . . . . . . . . . . . . . . . . 6
3.4 Governmental Approvals . . . . . . . . . . . . . . . 7
3.5 No Prior Activities. . . . . . . . . . . . . . . . . 7
3.6 Brokers. . . . . . . . . . . . . . . . . . . . . . . 7

4. Representations and Warranties of the Brauvin
Partnership . . . . . . . . . . . . . . . . . . . . . . . 7
4.1 Formation and Qualification. . . . . . . . . . . . . 8
4.2 No Subsidiaries. . . . . . . . . . . . . . . . . . . 8
4.3 Capitalization . . . . . . . . . . . . . . . . . . . 8
4.4 Authority Relative to this Agreement . . . . . . . . 8
4.5 No Conflicts . . . . . . . . . . . . . . . . . . . . 9
4.6 Governmental Approvals . . . . . . . . . . . . . . . 9
4.7 Commission Filings; Financial Statements . . . . . . 10
4.8 No Undisclosed Liabilities . . . . . . . . . . . . . 11
4.9 Absence of Certain Changes or Events . . . . . . . . 11
4.10 Litigation . . . . . . . . . . . . . . . . . . . . . 12
4.11 Taxes. . . . . . . . . . . . . . . . . . . . . . . . 12
4.12 Assets . . . . . . . . . . . . . . . . . . . . . . . 12
4.13 Transactions with Affiliates . . . . . . . . . . . . 12
4.14 Disclosure . . . . . . . . . . . . . . . . . . . . . 12
4.15 Brokers. . . . . . . . . . . . . . . . . . . . . . . 13
4.16 General Partners . . . . . . . . . . . . . . . . . . 13
4.17 Compliance with Law. . . . . . . . . . . . . . . . . 13
4.18 Properties . . . . . . . . . . . . . . . . . . . . . 13

5. Conduct of Business Pending the Merger. . . . . . . . . . 14
5.1 Conduct of Business by Each of the Brauvin
Partnerships Pending the Merger. . . . . . . . . . . 14

6. Additional Agreements . . . . . . . . . . . . . . . . . . 15
6.1 Proxy Statements; Other Filings. . . . . . . . . . . 16
6.2 Meetings of the Limited Partners . . . . . . . . . . 17
6.3 Fees and Expenses. . . . . . . . . . . . . . . . . . 17
6.4 Further Agreements . . . . . . . . . . . . . . . . . 17
6.5 No Shop Limitation . . . . . . . . . . . . . . . . . 18
6.6 Additional Financial Statements. . . . . . . . . . . 19
6.7 Access to Information; Confidentiality . . . . . . . 19
6.8 Public Announcements . . . . . . . . . . . . . . . . 19
6.9 Agreement to Defend and Indemnify. . . . . . . . . . 20
6.10 Notification of Certain Matters. . . . . . . . . . . 20
6.11 Cooperation. . . . . . . . . . . . . . . . . . . . . 20
6.12 Tax Returns. . . . . . . . . . . . . . . . . . . . . 20
6.13 Notice of Failure to Satisfy Closing Conditions. . . 21

7. Conditions. . . . . . . . . . . . . . . . . . . . . . . . 21
7.1 Conditions to Obligation of Each Party to Effect
the Transaction. . . . . . . . . . . . . . . . . . . 21
7.2 Additional Conditions to the Obligation of the
Brauvin Partnerships . . . . . . . . . . . . . . . . 22
7.3 Additional Conditions to the Obligations of the
Merger Company . . . . . . . . . . . . . . . . . . . 23

8. Termination, Amendment and Waiver . . . . . . . . . . . . 25
8.1 Termination. . . . . . . . . . . . . . . . . . . . . 25
8.2 Effect of Termination. . . . . . . . . . . . . . . . 27
8.3 Amendment. . . . . . . . . . . . . . . . . . . . . . 27
8.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . 27

9. General Provisions. . . . . . . . . . . . . . . . . . . . 27
9.1 Notices. . . . . . . . . . . . . . . . . . . . . . . 27
9.2 Certain Definitions. . . . . . . . . . . . . . . . . 28
9.3 Representations and Warranties; Etc. . . . . . . . . 33
9.4 Validity . . . . . . . . . . . . . . . . . . . . . . 33
9.5 Descriptive Headings . . . . . . . . . . . . . . . . 33
9.6 Parties in Interest. . . . . . . . . . . . . . . . . 33
9.7 Incorporation of Recitals. . . . . . . . . . . . . . 33
9.8 Miscellaneous. . . . . . . . . . . . . . . . . . . . 33

Schedule 1 Permitted Liens

Exhibit A Form of Opinion of Brauvin Partnerships' Counsel

<PAGE>
AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of June 14, 1996, among
BRAUVIN REAL ESTATE FUNDS, L.L.C., a Delaware limited liability
company (the "Merger Company" or "Surviving Company"), BRAUVIN HIGH
YIELD FUND L.P., a Delaware limited partnership ("Brauvin I"),
BRAUVIN HIGH YIELD FUND L.P. II, a Delaware limited partnership
("Brauvin II"), BRAUVIN INCOME PLUS L.P. III, a Delaware limited
partnership ("Brauvin III;" and together with Brauvin I and Brauvin
II, being sometimes collectively referred to as the "Brauvin
Partnerships") and the other parties listed on the signature pages
hereof.

RECITALS

The Merger Company was recently formed solely for the purpose
of being the surviving entity following the merger (the "Merger")
of each of the Brauvin Partnerships with and into the Merger
Company in accordance with the Limited Liability Company Act of the
State of Delaware (the "LLC Act"), The Delaware Revised Uniform
Limited Partnership Act (the "Partnership Act") and the terms
hereof. The manager of the Merger Company is Brauvin Real Estate
Funds, Inc. (the "Manager"), an Illinois corporation, formed solely
to act as such manager. In the Merger, all partnership interests
of the Brauvin Partnerships will be redeemed for cash as specified
herein.

The Brauvin Partnerships and the Merger Company have, or prior
to the Effective Time will have, approved the Merger in accordance
with the LLC Act and the Partnership Act and the other transactions
contemplated hereby.

Accordingly, in consideration of the premises and the mutual
covenants herein contained and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

Certain capitalized terms used herein which are not otherwise
defined are defined in Section 9.2 hereof.

1. The Merger

1.1 The Merger. At the Effective Time, and subject to
the terms and conditions of this Agreement, the LLC Act and the
Partnership Act, each of the Brauvin Partnerships shall be merged
with and into the Merger Company, the separate existence of the
Brauvin Partnerships shall thereupon cease, and the Merger Company
shall be the surviving entity in the Merger.

1.2 Surviving Entity. At the Effective Time, the Merger
Company shall continue in existence under the laws of the State of
Delaware as the surviving entity and shall thereupon and
thereafter, without further act or deed, succeed to and possess all
the rights, privileges and powers of each of the Brauvin
Partnerships, and all property, real, personal and mixed, and all
debts due to the Brauvin Partnerships, as well as all other things
and causes of action belonging to the Brauvin Partnerships, shall
be vested in the Merger Company and shall thereafter be the
property of the Merger Company as they were of the Brauvin
Partnerships, and the title to any real property vested by deed or
otherwise in the Brauvin Partnerships shall not revert or be in any
way impaired by reason of the Merger, but all rights of creditors
and all liens upon any property of each of the Brauvin Partnerships
shall be preserved unimpaired, and all debts, liabilities and
duties of each of the Brauvin Partnerships shall thenceforth attach
to the Merger Company and may be enforced against it to the same
extent as if said debts, liabilities and duties have been incurred
or contracted by it.

1.3 Effective Time of the Merger. The Merger shall be
effected as of the date and time of filing of the certificates of
merger (the "Certificates of Merger") with the Secretary of State
of the State of Delaware in accordance with the Partnership Act (or
at such later time specified as the effective time in the
Certificates of Merger) (the "Effective Time"), which filing the
parties hereto shall cause to occur as soon as practicable after
the satisfaction or waiver of the conditions hereinafter set forth.

1.4 Articles of Organization. As a result of the
Merger, the Articles of Organization of the Merger Company shall
remain the Articles of Organization of the Surviving Company until
thereafter amended as provided therein and under the LLC Act.

1.5 Operating Agreement. The operating agreement of the
Merger Company shall remain the operating agreement of the
Surviving Company unless and until amended in accordance with its
terms and applicable law.

2. Conversion of Partnership Interests.

2.1 Conversion of Partnership Interests. At the
Effective Time, by virtue of the Merger and without any action on
the part of any of the Brauvin Partnerships or the Merger Company:

2.1.1 Merger Consideration. (a) Each
depository receipt representing a unit of limited partnership
interest of Brauvin I (collectively, the "Brauvin I Units") shall
be cancelled and extinguished and converted into the right to
receive an amount per Brauvin I Unit in cash equal to the Brauvin
I Unit Value.

(b) Each unit of limited partnership interest
of Brauvin II (collectively, the "Brauvin II Units") shall be
cancelled and extinguished and converted into the right to receive
an amount per Brauvin II Unit in cash equal to the Brauvin II Unit
Value.

(c) Each unit of limited partnership interest
of Brauvin III (collectively, the "Brauvin III Units" and together
with the Brauvin I Units and Brauvin II Units, the "Units") shall
be cancelled and extinguished and converted into the right to
receive an amount per Brauvin III Unit in cash equal to the Brauvin
III Unit Value.

2.1.2 General Partner Interest. The general
partner interests held by: Brauvin Realty Advisors, Inc., Jerome
J. Brault, Cezar M. Froelich and David M. Strosberg (the "Brauvin
I GPs") in Brauvin I; Brauvin Realty Advisors II, Inc., Jerome J.
Brault, Cezar M. Froelich and David M. Strosberg (the "Brauvin II
GPs") in Brauvin II; and Brauvin Realty Advisors III, Inc., Cezar
M. Froelich and Jerome J. Brault (the "Brauvin III GPs" and
together with the Brauvin I GPs and Brauvin II GPs, the "Brauvin
GPs") in Brauvin III shall all be cancelled and extinguished and no
consideration shall be paid therefor.

2.1.3 Treatment of Brauvin Partnership Units.
Any and all Units that are owned by a Brauvin Partnership shall be
cancelled and extinguished and no consideration shall be paid
therefor.

2.1.4 Assignor Limited Partners Interest. The
limited partnership interest held by Brauvin Depository I, Inc. and
Brauvin Depository II, Inc. (the "Assignor Limited Partners") in
Brauvin I shall be cancelled and extinguished and no consideration
(other than the Merger Consideration paid to the holders of Brauvin
I Units pursuant to Section 2.2.1(a) above) shall be paid therefor.

2.2 Redemption of Units.

2.2.1 Redemption Agent. From and after the
Effective Time, a party designated by the Merger Company and the
Brauvin Partnerships (which may be an Affiliate of the Merger
Company) prior to the Effective Time (the "Redemption Agent") shall
act as redemption agent in effecting the redemption for cash of
Units entitled to payment pursuant to Section 2.1.1 hereof. Upon
the delivery of a fully completed and executed letter of
transmittal, each holder of a Unit shall be paid,without interest
thereon, the amount of cash to which such holder is entitled
hereunder (net of any required withholding) and such Unit shall
forthwith be cancelled. Until such delivery of a letter of
transmittal, each Unit shall represent, for all purposes, solely
the right to receive cash pursuant to Section 2.1.1 hereof. If any
cash to be paid in the Merger is to be paid to a Person other than
the holder in whose name the Units are registered, it shall be a
condition of such redemption that the Unit so surrendered shall be
properly endorsed or otherwise in proper form for transfer as
provided in the applicable Partnership Agreement and that the
Person requesting such redemption shall pay to the Redemption Agent
any transfer or other taxes required by reason of the payment of
such cash to a Person other than the registered holder of the Unit
surrendered, or shall establish to the satisfaction of the
Redemption Agent that such tax has been paid or is not applicable.
Notwithstanding the foregoing, neither the Redemption Agent nor any
party hereto shall be liable to a holder of Units for any cash
delivered pursuant hereto to a public official pursuant to
applicable abandoned property laws. The Merger Company reserves
the right, in its sole discretion, to deliver payment of the Merger
Consideration to each holder of a Unit without the requirement of
the delivery of any letter of transmittal or any Unit (or
certificate representing such Unit).

2.2.2 Redemption Fund. At the Effective Time,
the Merger Company shall deposit in trust with the Redemption Agent
an aggregate amount equal to the aggregate Merger Consideration
(the "Redemption Fund"). The Redemption Fund shall be invested by
the Redemption Agent, as directed by the Merger Company, and any
net earnings with respect thereto shall be paid to the Merger
Company as and when requested by the Merger Company.

2.2.3 Payment of Redemption Fund. The
Redemption Agent shall, pursuant to irrevocable instructions, make
the payments referred to in Section 2.1.1 hereof out of the
Redemption Fund. The Redemption Fund shall not be used for any
other purpose, except as provided herein. Promptly following the
date which is six months after the Effective Time, the Redemption
Agent shall return to the Merger Company all cash, certificates and
other instruments in its possession relating to the transactions
described in this Agreement, and the Redemption Agent's duties
shall terminate. Thereafter, each holder of a Unit entitled to
receive at the Effective Time cash therefor may surrender such Unit
to the Merger Company and (subject to applicable abandoned
property, escheat and similar laws) receive in redemption therefor
the Merger Consideration, without interest, but shall have no
greater rights against the Merger Company than may be accorded to
general creditors of the Merger Company under applicable law.

2.2.4 Notice. Promptly after the Effective
Time, the Redemption Agent may mail to each record holder of Units
a form of letter of transmittal and instructions for use in
receiving payment for such Units.

2.2.5 Effect of Merger. After the Effective
Time, no Units shall be deemed to be outstanding and holders of
Units shall cease to have any rights except as provided in this
Agreement or by law.

2.3 Additional Rights; Taking of Necessary Action;
Further Action.

2.3.1 Purchase of Units. The Merger Company and
its Affiliates reserve the right prior to the Effective Time, and
in accordance with applicable law, from time to time to make open
market or privately negotiated purchases of Units. The Manager
shall promptly notify each of the Brauvin Partnerships of the
occurrence of any such purchase.

2.3.2 Best Efforts. The Merger Company and each
of the Brauvin Partnerships shall each use its best efforts to take
all such actions as may be necessary or appropriate in order to
effectuate the Merger under the Partnership Act and LLC Act as
promptly as possible, including, without limitation, the due
execution and filing under the Partnership Act of the Certificates
of Merger consistent with the terms of this Agreement. If at any
time after the Effective Time, any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest
the Merger Company with full right, title and possession to all
assets, property, rights, privileges, powers, and franchises of
each of the Brauvin Partnerships and the Manager are fully
authorized in their names or otherwise to take, and shall take, all
such lawful and necessary action.

2.4 Federal Income Tax Considerations.

(a) Notwithstanding any provision of this
Agreement to the contrary, it is the intention of the parties
hereto that the payment of the Merger Consideration pursuant to
Section 2.1.1 hereof shall constitute, for all income tax purposes,
a redemption or liquidation of the Units in each of the Brauvin
Partnerships pursuant to Section 731(a) of the Code. Each of the
Brauvin Partnerships and the Brauvin GPs hereby agree not to take
any action inconsistent with the foregoing without the prior
written consent of the Manager.

(b) For state law purposes, the transaction
contemplated by this Agreement shall be treated as a merger.

2.5 Disclosure Schedules. The parties acknowledge that
this Agreement has been executed prior to delivery of the
Disclosure Schedules by each of the Brauvin Partnerships. Each of
the Brauvin Partnerships agrees that it will (a) deliver a
preliminary draft of its Disclosure Schedule to the Merger Company
no later than thirty (30) days from the date hereof and (b) deliver
its final Disclosure Schedule no later than sixty (60) days from
the date hereof; and that failure to do so shall constitute a
material breach hereof. Subject to the right of the Merger Company
to invoke the conditions to Closing set forth in Section 7.3 below
with respect to any information obtained from the Disclosure
Schedule, any information set forth in the Disclosure Schedule
shall be deemed incorporated into the relevant representations and
warranties set forth in Sections 3 and 4 below, and there shall be
no independent liability therefor pursuant to this Section 2.5.

3. Representations and Warranties of the Merger Company.
Subject to Section 9.3 below, the Merger Company represents and
warrants to each of the Brauvin Partnerships as follows:

3.1 Formation and Qualification. The Merger Company is
a limited liability company duly formed, validly existing and in
good standing under the laws of the State of Delaware, and has the
requisite power to carry on the business it will conduct following
the Merger. The Merger Company is or, prior to the Closing Date,
will be duly qualified, licensed and authorized to do business as
a foreign limited liability company, and is or, prior to the
Closing Date, will be in good standing, in each jurisdiction where
the character of its properties owned or leased or the nature of
its activities makes such qualification necessary, except for
failures to be so qualified which would not, in the aggregate, have
a material adverse effect on the Condition of the Merger Company.
Copies of the Articles of Organization of the Merger Company (the
"MC Articles") and the Operating Agreement of the Merger Company
(the "MC Agreement") heretofore delivered or hereafter delivered to
each of the Brauvin Partnerships are accurate and complete as of
the date hereof and will be accurate and complete as of the Closing
Date. The Merger Company is not in default under or in violation
of any provision of the MC Agreement.

3.2 Authority Relative to this Agreement. The Merger
Company has the requisite power and authority to enter into this
Agreement and to perform its obligations hereunder. The execution
and delivery of this Agreement by the Merger Company and the
consummation by the Merger Company of the transactions contemplated
hereby have been duly authorized by all necessary action on the
part of the Merger Company and the Manager, and no other action on
the part of the Merger Company or the Manager is necessary to
authorize this Agreement, the Merger and the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by the Merger Company and constitutes a valid and binding
obligation of the Merger Company, enforceable against the Merger
Company in accordance with its terms.

3.3 No Conflicts. Neither the execution and delivery of
this Agreement by the Merger Company nor the consummation of the
transactions contemplated hereby nor compliance by the Merger
Company with any of the provisions hereof will (i) violate,
conflict with, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or
result in a right of termination or acceleration under, or result
in the creation of any Lien upon any of the properties or assets of
the Merger Company under, any of the terms, conditions or
provisions of (x) the MC Articles or the MC Agreement or (y) any
note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which the Merger
Company is a party, or to which it, or any of its properties or
assets, may be subject, or (ii) subject to compliance with the
statutes and regulations referred to in Section 3.4, violate any
Order, statute, rule or regulation applicable to the Merger Company
or any of its properties or assets, except, in the case of each of
clauses (i) and (ii) above, for such violations, conflicts,
breaches, defaults, terminations, accelerations or creations of
Liens which, in the aggregate, would not have any material adverse
effect on the Condition of the Merger Company.

3.4 Governmental Approvals. Other than in connection
with or in compliance with the provisions of the Partnership Act,
LLC Act, the Exchange Act, the Securities Act, the "takeover" laws
of various states, and except for any notices, filings,
authorizations, consents or approvals which are required because of
the regulatory status, if any, of the Merger Company or facts
specifically pertaining to it, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign
public body or authority is necessary for the consummation by the
Merger Company of the transactions contemplated by this Agreement,
except where the failure to give such notice, make such filing or
obtain such authorization, consent or approval would not have any
material adverse effect on the Condition of the Merger Company.

3.5 No Prior Activities. The Merger Company has not
incurred, directly or through any Subsidiary, any liabilities or
obligations, except those incurred in connection with its
organization or with the negotiation of this Agreement, the
performance thereof and the consummation of the transactions
contemplated hereby, including the Merger and the financing
described in Section 7.2.5 hereof. Except as contemplated by the
foregoing sentence, the Merger Company has not engaged, directly or
through any Subsidiary, in any business activities of any type or
kind whatsoever, or entered into any agreements or arrangements
with any Person or is subject to or bound by any obligation or
undertaking.

3.6 Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in
connection with the Transaction based upon arrangements made by or
on behalf of the Merger Company or the Manager.

4. Representations and Warranties of the Brauvin
Partnerships. All information within the Merger Company's
Knowledge shall be deemed to have been disclosed by the Brauvin
Partnerships in connection with the representations and warranties
set forth below. With respect to those representations and
warranties which relate to each of the Brauvin Partnerships, each
Brauvin Partnership shall be deemed to have made such
representations and warranties as to itself only and to have made
no other representations and warranties as to the other Brauvin
Partnerships. Subject to Section 9.3 below or as otherwise set
forth in the Disclosure Schedule, each of the Brauvin Partnerships
individually, and not jointly and severally, represents and
warrants to the Merger Company as follows:

4.1 Formation and Qualification. Each of the Brauvin
Partnerships is a limited partnership duly formed, validly existing
and in good standing under the laws of the State of Delaware and
has the requisite power to carry on its business as now conducted.
Each of the Brauvin Partnerships is duly qualified, licensed and
authorized to do business as a foreign limited partnership, and is
in good standing, in each jurisdiction where the character of such
Brauvin Partnerships' properties owned or leased or the nature of
its activities makes such qualification or licensing necessary,
except for failures to be so qualified which would not, in the
aggregate, have a material adverse effect on the Condition of the
particular Brauvin Partnership, as the case may be. Copies of the
Partnership Certificates and the Partnership Agreements, heretofore
delivered or made available to the Merger Company, are accurate and
complete as of the date hereof. None of the Brauvin Partnerships
are in default under or in violation of any provision of their
respective Partnership Agreements, except, in each case, for such
defaults or violations which would not have any material adverse
effect on the Condition of such Brauvin Partnership.

4.2 No Subsidiaries. Other than Brauvin Funds Joint
Venture, Brauvin Chili's Limited Partnership, Brauvin Gwinnett
County Venture and Brauvin High Yield Venture, none of the Brauvin
Partnerships have any Subsidiaries and no equity or similar
interest, whether voting or non-voting, in any Person.

4.3 Capitalization. As of March 31, 1996, the
outstanding partnership interests of each Brauvin Partnership were
as follows: (a) Brauvin I: (i) general partners' interest and
(ii) 2,627,503 issued and outstanding Brauvin I Units; (b) Brauvin
II: (i) general partners' interest and (ii) 40,347 issued and
outstanding Brauvin II Units; and (c) Brauvin III: (i) general
partners' interest and (ii) 2,230,375 issued and outstanding
Brauvin III Units. There are no outstanding options, warrants,
calls, subscriptions or other rights or other agreements or
commitments obligating any of the Brauvin Partnerships or any of
their Affiliates to issue, transfer or sell (a) any additional
partnership interests of the Brauvin Partnerships or (b) any Units.
All issued and outstanding Units and partnership interests in each
of the Brauvin Partnerships are validly issued, and the purchase
price therefor has been paid in full.

4.4 Authority Relative to this Agreement. Subject to
the receipt of the approval of this Agreement and the transactions
contemplated hereby (including certain amendments to the
Partnership Agreements) by the limited partners of each of the
Brauvin Partnerships as provided in each Brauvin Partnership,
Partnership Agreement, Partnership Certificate and the Partnership
Act, each of the Brauvin Partnerships have the requisite power and
authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this
Agreement by each of the Brauvin Partnerships and the consummation
by each of the Brauvin Partnerships of the transactions
contemplated hereby have been, or prior to the Effective Time will
be, duly authorized by all necessary action on the part of each of
the Brauvin Partnerships and, except for the approval of holders of
the Units ("Unitholders") as set forth in Section 6.2 hereof, no
other proceedings on the part of any of the Brauvin Partnerships
are necessary to authorize this Agreement, the Merger and the
transactions contemplated hereby. Subject to Unitholder Approval
as described in Section 6.2 hereof, this Agreement has been duly
executed and delivered by each of the Brauvin Partnerships and
constitutes a valid and binding obligation of each of the Brauvin
Partnerships enforceable against each of the Brauvin Partnerships
in accordance with its terms.

4.5 No Conflicts. Except as set forth in the Disclosure
Schedule, neither the execution and delivery of this Agreement by
each of the Brauvin Partnerships nor the consummation of the
transactions contemplated hereby nor compliance by any of the
Brauvin Partnerships with any of the provisions hereof will (i)
violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or
result in a right of termination or acceleration under, or result
in the creation of any Lien upon any of the properties or assets of
any of the Brauvin Partnerships under, any of the terms, conditions
or provisions of (x) the Partnership Certificates or the
Partnership Agreements, as the case may be, or (y) any note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which any of the Brauvin
Partnerships are a party or to which either of them or either of
their properties or assets may be subject, or (ii) subject to
compliance with the statutes and regulations referred to in Section
4.6, to each of the Brauvin Partnerships' Knowledge, violate any
Order, statute, rule or regulation applicable to any of the Brauvin
Partnerships or any of their properties or assets, except, in the
case of each of clauses (i) and (ii) above, for such violations,
conflicts, breaches, defaults, terminations, accelerations or
creations of Liens which would not, in the aggregate, have any
material adverse effect on the Condition of any of the Brauvin
Partnerships.

4.6 Governmental Approvals. Except as set forth in the
Disclosure Schedule, other than in connection with or in compliance
with the provisions of the Partnership Act, the LLC Act, the
Exchange Act, the Securities Act, the "takeover" laws of various
states, and except for any notices, filings, authorizations,
consents or approvals which are required because of the regulatory
status, if any, of the Merger Company or facts specifically
pertaining to it, to any of the Brauvin Partnerships' Knowledge, no
notice to, filing with, or authorization, consent or approval of,
any domestic or foreign public body or authority is necessary for
the consummation by each of the Brauvin Partnerships of the
transactions contemplated by this Agreement (excluding the
Financing) except where the failure to give such notice, make such
filing or obtain such authorization, consent or approval would not
have any material adverse effect on the Condition of the Brauvin
Partnerships.

4.7 Commission Filings; Financial Statements. Each of
the Brauvin Partnerships have heretofore delivered or made
available (or will make available when available) to the Merger
Company their (i) Annual Reports on Form 10-K for the fiscal years
ended December 31, 1995, 1994, 1993, 1992, and 1991, as filed with
the Commission, (ii) Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1996, (iii) investor letters or similar documents
mailed to the holders of Units (whether annual or special) since
January 1, 1991, (iv) all other reports (including any Form 8-K's)
or registration statements filed by the Brauvin Partnerships with
the Commission since January 1, 1991 (the documents described in
clauses (i) through (iv) above, including any exhibits and
schedules thereto and documents incorporated by reference therein,
being the "SEC Filings"), and (v) the unaudited consolidated
interim financial statements of the Brauvin Partnerships for the
three months ended June 30, 1996 (the "Interim Financial
Statements"). As of their respective dates, each of the SEC
Filings complied in all material respects with the requirements of
the Exchange Act or the Securities Act, as applicable, and did not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading. The audited consolidated financial
statements and unaudited consolidated interim financial statements
of each of the Brauvin Partnerships included or incorporated by
reference in such reports and the Interim Financial Statements
(collectively, the "Brauvin Partnerships' Financial Statements")
have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto), and
fairly present the consolidated financial position of each of the
Brauvin Partnerships as of the dates thereof and the results of
their operations and changes in their financial position for the
periods then ended. The consolidated balance sheets of each of the
Brauvin Partnerships at March 31, 1996, including the notes
thereto, is referred to as the "Balance Sheets," and March 31,
1996, is referred to as the "Balance Sheets Date."

4.8 No Undisclosed Liabilities. At the Balance Sheets
Date, none of the Brauvin Partnerships have any direct or indirect
liabilities, obligations, indebtedness, claims, losses, damages,
deficiencies or responsibilities, known or unknown, fixed or
unfixed, choate or inchoate, liquidated or unliquidated, secured or
unsecured, accrued, absolute or contingent, including, without
limitation, by way of setoffs or counterclaims ("Liabilities"), not
reflected or disclosed in the Balance Sheets which were required to
be reflected or disclosed therein in accordance with generally
accepted accounting principles. Since the Balance Sheets Date,
except as disclosed in the Disclosure Schedule, none of the Brauvin
Partnerships have incurred any such Liabilities.

4.9 Absence of Certain Changes or Events. Except as and
to the extent set forth on the Balance Sheets, or as set forth on
the Disclosure Schedule, since the Balance Sheets Date, there has
not been (a) any material adverse change in the Condition of any of
the Brauvin Partnerships; (b) any entry by any of the Brauvin
Partnerships into any commitment or transaction material to such
Brauvin Partnership, which is not in the ordinary course of
business and consistent with past practices; (c) any material
change by any of the Brauvin Partnerships in accounting principles
or methods except insofar as may be required by a change in
generally accepted accounting principles; (d) any declaration,
payment or setting aside for payment of any distributions (whether
in cash or property) in respect to the partnership interests of any
of the Brauvin Partnerships, or direct or indirect redemption,
purchase or other acquisition of any Units or other securities of
any of the Brauvin Partnerships; (e) any revaluation by any of the
Brauvin Partnerships of any of its assets, including without
limitation, writing off of notes or accounts receivable, except any
revaluation required by generally accepted accounting principles
based on the value of the Merger Consideration; (f) any action
taken by the any of Brauvin Partnerships of the type referred to in
Sections 5.1.2 or 5.1.3 hereof; (g) any agreement by any of the
Brauvin Partnerships to take, whether in writing or otherwise, any
action which, if taken prior to the date of this Agreement, would
have made any representation or warranty in this Section 4 untrue
or incorrect; (h) any damage, destruction or loss, whether covered
by insurance or not, having a material adverse effect upon the
Condition of any of the Brauvin Partnerships; (i) any issuance,
grant, sale or pledge or agreement to issue, grant, sell or pledge
by any of the Brauvin Partnerships, with any Person other than an
Affiliate of the Merger Company, any Units or other partnership
interests or securities convertible into or exchangeable or
exercisable for, or otherwise evidencing a right to acquire, Units
or other partnership interests; (j) any acquisition of assets by
any of the Brauvin Partnerships, other than personal property not
material to such Brauvin Partnership acquired in the ordinary
course of business and consistent with past practices, or (k) any
disposition, encumbrance or mortgage of any assets or properties of
any of the Brauvin Partnerships, other than personal property not
material to such Brauvin Partnership disposed of in the ordinary
course of business and consistent with past practices.

4.10 Litigation. There is no action or proceeding or
investigation pending or, to the Brauvin Partnerships' Knowledge,
threatened against or involving each of the Brauvin Partnerships,
any properties or rights of any of the Brauvin Partnerships or, to
each of the Brauvin Partnerships' Knowledge, any liabilities which
if adversely determined would, individually or in the aggregate,
have a material adverse effect on the Condition of any of the
Brauvin Partnerships nor are any of the Brauvin Partnerships, their
assets or, to each of the Brauvin Partnerships' Knowledge, any
Property subject to any Order which would have such an effect.

4.11 Taxes. To each of the Brauvin Partnerships'
Knowledge, except as set forth on the Disclosure Schedule, each of
the Brauvin Partnerships have duly filed all tax returns that they
were required to file, all such tax returns were correct and
complete in all material respects and all taxes shown on such
returns as due, if any, have been paid. Each of the Brauvin
Partnerships constitutes a partnership for all income tax purposes
rather than a corporation or association taxable as a corporation.
None of the Brauvin Partnerships have in effect an election
pursuant to Section 754 of the Code.

4.12 Assets. Each of the Brauvin Partnerships has no
assets other than those listed on its respective Balance Sheet.

4.13 Transactions with Affiliates. Except as described
in the Disclosure Schedule or the SEC Filings, none of the Brauvin
Partnerships has entered into any of the following transactions
with any Affiliate in connection with which any of the Brauvin
Partnerships have continuing obligations in effect as of the date
of this Agreement: the direct or indirect purchase, acquisition or
lease of any property from, or the sale, transfer or lease of any
property to, or the borrowing of any money from, or the guarantee
of any obligation of, or the acquisition of any stock, obligations
or securities of, or the entering into of any merger or
consolidation agreement, or any management, consulting, employment
or similar fee arrangement or the entering into of any other
transaction or arrangement with, or the making of any payment to,
an Affiliate or, in the ordinary course of business or otherwise,
which is not on terms at least as favorable to such Brauvin
Partnership as would have been applicable if such transaction had
been entered into on an arm's-length basis with an unaffiliated
third party.

4.14 Disclosure. To each of the Brauvin Partnerships'
Knowledge, no written statement, certificate, schedule, list or
other written information furnished by or on behalf of such Brauvin
Partnership to the Merger Company pursuant to this Agreement
contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary in order to
make the statements herein or therein, in light of the
circumstances under which they were made, not misleading.

4.15 Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in
connection with the Transaction based upon arrangements made by or
on behalf of any of the Brauvin Partnerships.

4.16 General Partners. None of the Brauvin Partnerships
have any general partners or holders of general partnership
interests other than the Brauvin GPs.

4.17 Compliance with Law. Each of the Brauvin
Partnerships have conducted their business so as to comply with all
applicable Requirements of Law relating to or affecting the
operations, conduct or ownership of the property or business each
of the Brauvin Partnerships, the failure to comply with which
would, individually or in the aggregate, have a material adverse
effect on the Condition of any of the Brauvin Partnerships,
provided, for purposes of this Section 4.17, the existence of any
statute, law, treaty, rule, regulation or ordinance referred to in
clause (ii) of the definition of Requirements of Law shall be
subject to any of the Brauvin Partnerships' Knowledge.

4.18 Properties.

4.18.1 Each of the Brauvin Partnerships have
herewith or heretofore delivered or made available to the Merger
Company a true, correct and complete set of all of the files,
documents and other written materials relating to each parcel of
real property owned by such Brauvin Partnership and all buildings
and improvements thereon (each, a "Property"), that are in the
possession or control of each of the Brauvin Partnerships,
including, without limitation, copies of the Environmental Reports,
any letters of credit or other credit enhancement instruments
currently in effect, title insurance policies, hazard insurance
policies, flood insurance policies and other insurance policies,
all balance sheets, operating statements and other financial
statements, all existing engineering reports, soil studies and
reports, plans, specifications, architectural and engineering
drawings, completion bonds, arrangements, warranties, commitments
and other similar reports, studies and items, leases and contracts,
property management and leasing brokerage agreements and other
writings whatsoever.

4.18.2 Each of the Brauvin Partnerships is the sole
legal or beneficial owners and holders of the Properties indicated
as being owned by it, and, at the Effective Time, the Merger
Company will be the sole legal or beneficial owner and holder of
the Properties, free and clear of any Lien (without taking into
account the Financing or any act of the Merger Company) except for
those liens and title exceptions as set forth in Schedule 1
("Permitted Liens"). None of the Brauvin Partnerships have
endorsed, granted, assigned, transferred or otherwise pledged,
encumbered or set over the Properties to any Person other than as
disclosed.

5. Conduct of Business Pending the Merger.

5.1 Conduct of Business by Each of the Brauvin
Partnerships Pending the Merger. Each of the Brauvin Partnerships
covenant and agree that, from the date of this Agreement until the
Effective Time, unless the Merger Company shall otherwise agree in
writing or as otherwise expressly contemplated by this Agreement:

5.1.1 The business of the Brauvin Partnerships
shall be conducted only in, and each of the Brauvin Partnerships
shall not take any action except in, the ordinary course of
business and consistent with past practices, and each of the
Brauvin Partnerships shall use all commercially reasonable efforts
to maintain and preserve their business organizations, assets,
prospects and advantageous business relationships.

5.1.2 Except as contemplated hereby and subject to
the Brauvin GPs fiduciary duty to the holders of Units, none of the
Brauvin Partnerships shall directly or indirectly do any of the
following: (i) sell, transfer, pledge, dispose of or encumber,
except in the ordinary course of business and consistent with past
practices, any properties or assets of any of the Brauvin
Partnerships; (ii) whether or not in the ordinary course of
business, sell, finance or dispose of any property or asset which
is material to any of the Brauvin Partnerships; (iii) whether or
not in the ordinary course of business, permit any property or
assets to become subject to any material Lien, other than Permitted
Statutory Liens or Permitted Liens; (iv) amend or propose to amend
the Partnership Agreements, the Partnership Certificates or similar
organizational documents, or any tax returns; (v) declare, set
aside or pay any distribution, payable in cash, securities,
property or otherwise, with respect to any of their partnership
interests or Units; (vi) redeem, purchase or otherwise acquire or
offer to redeem, purchase or otherwise acquire any partnership
interests or Units; or (vii) authorize or propose any of the
foregoing, or enter into any contract, agreement, commitment, or
arrangement to do any of the foregoing.

5.1.3 Except as contemplated hereby and subject to
the Brauvin GP's fiduciary duty to the holders of Units, none of
the Brauvin Partnerships shall, directly or indirectly, (i) issue,
sell, pledge or dispose of, or authorize, propose or agree to the
issuance, sale, pledge or disposition of, any Units or partnership
interests, or any options, warrants or rights of any kind to
acquire any shares of, or any securities convertible into or
exchangeable for any Units or partnership interests, or any other
securities in respect of, in lieu of, or in substitution for, Units
or partnership interests outstanding on the date hereof; (ii)
acquire (by merger, consolidation, or acquisition of stock or
assets) any other Person, or make any investment either by purchase
of stock or securities, contributions to capital, property
transfer, or, except in the ordinary course of business and
consistent with past practices (which may include the acquisition
of one or more Properties), purchase of any property or assets of
any other Person; (iii) incur any indebtedness for money borrowed
or issue any debt securities or assume or guarantee any of the
foregoing, except short-term indebtedness incurred in the ordinary
course of business and consistent with past practices; (iv)
endorse, or otherwise as an accommodation become responsible for,
the obligations of any other Person, or make any loans or advances
other than in the ordinary course of business and consistent with
past practices; (v) voluntarily incur any other liability or
obligation (absolute, accrued, contingent or otherwise), except in
the ordinary course of business and consistent with past practices;
(vi) waive, release, grant or transfer any rights of material value
or modify or change in any material respect any agreement with or
arrangement relating to any existing material license, lease,
contract or other document, other than in the ordinary course of
business and consistent with past practices; (vii) authorize or
effect any material change in its capitalization; or (viii)
authorize or commit to any of the actions prohibited in this
Section 5.1.3, or enter into or modify any contract, agreement,
commitment or arrangement to do any of the actions prohibited in
this Section 5.1.3.

5.1.4 None of the Brauvin Partnerships shall make
any tax election which may have a material adverse effect on the
Condition of any of the Brauvin Partnerships or the Merger Company,
change any material tax accounting method or settle or compromise
any material federal, state, local or foreign income tax liability.
The Brauvin Partnerships shall halt, suspend or limit trading of
Units to the extent necessary to prevent a termination of any of
the Brauvin Partnerships for income tax purposes as a result of
such trading or such trading in combination with the consummation
of the Transaction.

5.1.5 None of the Brauvin Partnerships shall take
any action or agree, in writing or otherwise, to take any of the
actions prohibited by this Section 5.1 or any action which would
make any representation or warranty in Section 4 hereof untrue or
incorrect in any material respect.

5.1.6 None of the Brauvin Partnerships shall incur
any expenses in connection with the Merger which are not reasonably
necessary, customary and appropriate.

6. Additional Agreements.

6.1 Proxy Statements; Other Filings. As promptly as
practicable after the date hereof, each of Brauvin Partnerships
shall prepare and file with the Commission under the Exchange Act,
and shall use all commercially reasonable efforts to have cleared
by the Commission, and promptly thereafter each of the Brauvin
Partnerships shall mail to its respective limited partners and
holders of Units, proxy statements and forms of proxy with respect
to the meeting of the partners of the Brauvin Partnerships referred
to in Section 6.2 hereof. The term "Proxy Statements" shall mean
such proxy statements at the time they initially are mailed to the
limited partners of each of the Brauvin Partnerships and the
holders of Units and all amendments or supplements thereto, if any,
similarly filed and mailed. As soon as practicable after the date
of this Agreement, each of the Brauvin Partnerships and the Merger
Company shall promptly prepare and file any other filings required
under the Exchange Act, or any other federal or state securities
laws relating to the Merger and the transactions contemplated
herein ("Other Filings"). Each of the Brauvin Partnerships shall
notify the Merger Company promptly of the receipt of any comments
of the Commission and of any request by the Commission for
amendments or supplements to the Proxy Statements or by any other
governmental official with respect to any Other Filing or for
additional information and will supply the Merger Company with
copies of all correspondence between any of the Brauvin
Partnerships and their representatives, on the one hand, and the
Commission or the members of its staff or any other appropriate
government official, on the other hand, with respect to the Proxy
Statements and any Other Filings. Each of the Brauvin Partnerships
and the Merger Company each shall use all commercially reasonable
efforts to obtain and furnish the information required to be
included in the Proxy Statements and any Other Filings; and each of
the Brauvin Partnerships, after consultation with the Merger
Company, shall use all commercially reasonable efforts to respond
promptly to any comments made by the Commission with respect to the
Proxy Statements and any Other Filings and any preliminary version
thereof and cause the Proxy Statements and related form of proxy to
be mailed to the limited partners of each of the Brauvin
Partnerships and holders of Units at the earliest practicable time.
Each of the Brauvin Partnerships shall notify the Merger Company of
its intention to mail the Proxy Statements to the limited partners
of each of the Brauvin Partnerships and the holders of Units, both
orally and in writing, at least 48 hours prior to the intended time
of such mailing. The information provided and to be provided by
the Merger Company and each of the Brauvin Partnerships,
respectively, for use in the Proxy Statements and any Other Filings
shall, on the date the Proxy Statements are first mailed to the
limited partners of each of the Brauvin Partnerships and the
holders of Units or any Other Filing are filed with the appropriate
governmental official and in each case on the date of the meeting
of the limited partners of each of the Brauvin Partnerships and the
holders of Units referred to in Section 6.2 hereof, be true and
correct in all material respects and shall not omit to state any
material fact required to be stated therein or necessary in order
to make such information not false or misleading, and each of the
Brauvin Partnerships agree to correct any such information provided
by them for use in the Proxy Statements or any Other Filings which
shall have become false or misleading. The Proxy Statements and
any Other Filings, when filed with the Commission or other
governmental agency, shall comply as to form in all material
respects with all applicable requirements of law.

6.2 Meetings of the Limited Partners and Unitholders.
Each of the Brauvin Partnerships shall take all action necessary,
in accordance with the Partnership Act, the Partnership
Certificates and the Partnership Agreements to duly call, give
notice of, convene and hold meetings of each of the limited
partners and Unitholders of each of the Brauvin Partnerships (the
"Meetings") as promptly as practicable to consider and vote upon
and obtain Unitholder Approval of the Transaction, including,
without limitation, the Merger and this Agreement .The Proxy
Statements shall contain the determinations and recommendations, if
any, of the Brauvin GPs as to the Transaction. The Brauvin
Partnerships shall use all commercially reasonable efforts to
solicit from holders of Units proxies in favor of adoption and
approval of the Transaction and to take all other action necessary
or, in the reasonable judgment of the Merger Company, helpful to
secure the Unitholder Approval of the Transaction.

6.3 Fees and Expenses. (a) Each of the Brauvin
Partnerships shall be liable for, and shall pay, the fees and
expenses associated with preparing, filing, printing and
distributing the Proxy Statements, legal fees and expenses of
counsel, fees and expenses of outside accountants, fees and
expenses associated with appraisals of the Properties and the
issuance of the Fairness Opinions and all expenses associated with
the transfer of title of the Properties to the Merger Company,
including, but not limited to, title insurance policies,
Environmental Reports, engineering reports, surveys and all other
items customarily involved in the transfer of real property.

(b) The Merger Company shall be liable for, and
shall pay, the fees and expenses associated with due diligence
performed by or on its behalf, fees and expenses of its counsel and
accountants' fees to lenders or brokers in connection with
obtaining any financing in connection with the Transaction.

6.4 Further Agreements.

6.4.1 Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all commercially
reasonable efforts to take, or cause to be taken, all action and to
do, or cause to be done, all things necessary, proper or advisable
to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement and to cooperate with
each other in connection with the foregoing, including (i) using
all commercially reasonable efforts to obtain all necessary
waivers, consents and approvals from other parties to loan
agreements, leases and other contracts and instruments; (ii) using
all commercially reasonable efforts (a) to obtain all necessary
consents, approvals and authorizations as are required to be
obtained under any federal, state or foreign law or regulations,
(b) to defend all lawsuits or other legal proceedings challenging
this Agreement or the consummation of the transactions contemplated
hereby (collectively, "Designated Actions"), (c) to lift or rescind
any injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the transactions
contemplated hereby, and (d) to effect all necessary registrations
and filings, including, but not limited to, filings under the
Hart-Scott-Rodino Act, if any, and submissions of information
requested by governmental authorities. For purposes of the
foregoing sentence, the obligations of each of the Brauvin
Partnerships and the Merger Company to use "all commercially
reasonable efforts" to obtain waivers, consents and approvals to
loan agreements, leases and other contracts shall not include any
obligation to agree to an adverse modification of the terms of such
documents or to pay or incur additional obligations to such other
parties.

6.4.2 In connection with any Designated Action,
each of the Brauvin Partnerships hereby agrees to: (i) promptly
deliver to the Merger Company copies of all complaints, pleadings
and other filings relating to any Designated Action; (ii) provide
drafts of its reply, motions and other pleadings to the Merger
Company for review and comment prior to filing or serving any such
reply, motion or pleading and not to file any such reply, motion or
pleading until the earlier of (x) receipt of consent from the
Merger Company or (y) the day of the deadline for such motion,
reply or pleading; and (iii) consult with the Merger Company in a
timely manner prior to taking any other action.

6.5 No Shop Limitation. If any of the Brauvin GPs are
required because of their fiduciary obligations to the holders of
Units, or otherwise believe it is in the best interests of the
holders of Units, to respond to an unsolicited inquiry, contact or
proposal related to a Business Combination made by a third party to
a Brauvin Partnership (an "Alternative Proposal"), nothing in this
Agreement shall prohibit any of the Brauvin GPs or the respective
Brauvin Partnerships from responding to such Alternative Proposal,
making any required disclosures under federal securities laws,
providing information regarding such Brauvin Partnership to the
party making such Alternative Proposal, negotiating with such party
in good faith, terminating this Agreement or taking any other
action; provided, however, that (a) each of the Brauvin
Partnerships agrees to give the Merger Company reasonable notice of
any such response, negotiations or other matters, as well as a
reasonable opportunity to respond, taking into account in good
faith the facts and circumstances prevailing at the time of such
response, negotiation or other matters and (b) if any of the
Brauvin Partnerships terminate this Agreement as a result of its
acceptance of an Alternative Proposal (the "Terminating Brauvin
Partnership"), the Terminating Brauvin Partnership shall pay the
Merging Company a termination fee aggregating one percent (1%) of
the aggregate Merger Consideration payable to the holders of Units
in such Terminating Brauvin Partnership, such fee payable only upon
the actual consummation of such Alternative Proposal.

6.6 Additional Financial Statements. As soon as
reasonably practicable after they become publicly available, each
of the Brauvin Partnerships shall furnish the Merger Company with
(i) a consolidated balance sheet of such Brauvin Partnership and
related consolidated statements of operations and cash flows for
all quarterly periods subsequent to the Balance Sheets Date and
prior to the Effective Time, accompanied by statements by each of
the Brauvin GPs which are corporations that, in the opinion of such
Brauvin GPs, such financial statements of such Brauvin Partnership
has been prepared pursuant to the rules and regulations of the
Commission and fairly present (subject, in the case of unaudited
financial statements, to changes resulting from year-end audit
adjustments and other adjustments of a normal and recurring nature)
the consolidated financial condition and results of operations of
each the Brauvin Partnerships, as of the dates and for the periods
covered by such statements and (ii) any other financial statements
that each of the Brauvin Partnerships shall prepare for any interim
period subsequent to the Balance Sheets Date and prior to the
Effective Time.

6.7 Access to Information; Confidentiality.

6.7.1 Each of the Brauvin Partnerships shall, and
shall cause its employees, consultants, accountants, counsel and
agents to, afford to the Merger Company and its representatives and
to the banks, lenders, financial institutions and others providing
financing for the Transaction and others, complete access at all
reasonable times to, from the date of this Agreement until the
Effective Time, their offices, facilities, personnel, properties,
books, records and contracts, and shall furnish the Merger Company
and its representatives and such banks, lenders, financial
institutions and others all financial, operating and other data and
information as the Merger Company and its representatives and such
banks, lenders, financial institutions and others, through their
respective officers, employees or agents,may reasonably request.

6.7.2 No investigation pursuant to this Section 6.7
shall affect any representations or warranties of the parties
herein or the conditions to the obligations of the parties hereto.

6.8 Public Announcements. No press release or
announcement concerning this Agreement or the Transaction shall be
issued without advance approval of the form and substance thereof
by each of the Brauvin Partnerships and the Merger Company.
Notwithstanding the foregoing, each of the Brauvin Partnerships and
the Merger Company will use all commercially reasonable efforts to
consult with each other before issuing any press release or
otherwise making any public statements with respect hereto,
provided, such obligation to use all commercially reasonable
efforts shall be deemed satisfied if a draft of a press release or
announcement is delivered for comment at least 24 hours prior to
public release.

6.9 Agreement to Defend and Indemnify. From and after
the Effective Time, the Merger Company will continue in full force
and effect, for the benefit of each of the Brauvin GPs, the
provisions of the Partnership Agreements, as currently in effect,
related to indemnification of the Brauvin GPs, as if each of the
Brauvin GPs continued to serve such Brauvin Partnerships as general
partner, after the Effective Time. For purposes of this Section
6.9 only, the term "Affiliates" shall have the meaning ascribed to
such term in the Partnership Agreements.

6.10 Notification of Certain Matters. Each of the
Brauvin Partnerships shall give prompt notice to the Merger
Company, and the Merger Company and its Affiliates shall give
prompt notice to each of the Brauvin Partnerships, as the case may
be, of (i) the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause any representation
or warranty contained in this Agreement and made by it to be untrue
or inaccurate in any material respect at any time from the date
hereof to the Effective Time, and (ii) any material failure of any
of Brauvin Partnerships or the Merger Company, as the case may be,
or of any general partner, officer, director, employee or agent of
any thereof, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder,
provided, however, that no such notifications shall affect the
representations or warranties of the parties or the conditions to
the obligations of the parties hereunder.

6.11 Cooperation. Each of the Brauvin Partnerships and
the Brauvin GPs shall use all commercially reasonable efforts to
assist, and cooperate with the Merger Company and their respective
Affiliates in consummating all financing and related transactions.

6.12 Tax Returns. (a) The Merger Company shall not,
amend any portion of any tax returns for years ending prior to the
Effective Time without the prior consent of the relevant Brauvin
Partnership or its designee, which consent shall not be
unreasonably withheld.

(b) The Merger Company, Manager and the
Brauvin Partnerships shall use all commercially reasonable efforts
to cooperate with and assist each other so that, after the Closing
Date, all tax returns of each of the Brauvin Partnerships for the
period ending on the Closing Date shall be timely filed and that
Schedules K-1 shall be timely delivered to those Persons who were
holders of Units prior to the Closing Date. The cost of such
filing and delivery shall be borne by the Surviving Company.

6.13 Notice of Failure to Satisfy Closing Conditions.

(a) In the event that the Merger Company
determines, on or after the date that any of the Brauvin
Partnerships shall deliver a final Disclosure Schedule pursuant to
Section 2.5 above and on or prior to the Closing Date, that any
condition to the Merger Company's or any of the Brauvin
Partnerships' obligation to close pursuant to Section 7 will not be
satisfied on or prior to the Closing Date, the Merger Company shall
give prompt notice to each of the Brauvin Partnerships and, in the
case of Sections 7.1 and 7.3, shall provide the Brauvin
Partnerships a period of ten business days for a violating Brauvin
Partnership to satisfy all such conditions.

(b) In the event that any of the Brauvin
Partnerships determine on or prior to the Closing Date that any
condition to any of the Brauvin Partnerships' or the Merger
Company's obligation to close pursuant to Section 7 will not be
satisfied on or prior to the Closing Date, such Brauvin Partnership
shall give prompt notice to the Merger Company and, in the case of
Sections 7.1 and 7.2, shall provide the Merger Company a period of
ten business days for the Merger Company to satisfy all such
conditions.

7. Conditions.

7.1 Conditions to Obligation of Each Party to Effect the
Transaction. The respective obligations of each party to effect
the Transaction shall be subject to the fulfillment at or prior to
the Effective Time of each of the following conditions which may be
waived in whole or in part only by written agreement of each of the
Brauvin Partnerships and the Merger Company.

7.1.1 All approvals, notices, filings,
registrations and authorizations of any governmental authority
required for consummation of the Transaction, including, without
limitation, under the Hart-Scott-Rodino Act, if any, shall have
been obtained or made.

7.1.2 Unitholder Approval for the Transaction shall
have been obtained in accordance with the Partnership Act and each
of the Partnership Agreements.

7.1.3 No preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, nor any statute, rule, regulation or
executive order promulgated or enacted by a governmental authority
shall be in effect which would prevent the consummation of the
Transaction.

7.2 Additional Conditions to the Obligation of the
Brauvin Partnerships. The obligation of the Brauvin Partnerships
to effect the Transaction is also subject to the fulfillment at or
prior to the Effective Time of each of the following conditions
which may be waived in whole or in part by any of the Brauvin
Partnerships.

7.2.1 The Merger Company shall in all material
respects have performed each obligation to be performed by it
hereunder on or prior to the Effective Time.

7.2.2 The representations and warranties of the
Merger Company set forth in this Agreement shall be true and
correct in all material respects at and as of the Effective Time as
if made at and as of such time, except to the extent that any such
representation or warranty is made as of a specified date, in which
case such representation or warranty shall have been true and
correct as of such date.

7.2.3 Each of the Brauvin Partnerships shall have
received a certificate of the Merger Company, dated the Closing
Date, signed by the Manager, to the effect that the conditions
specified in Sections 7.2.1 and 7.2.2 have been fulfilled.

7.2.4 A favorable opinion (the "Fairness Opinion")
of an investment banking firm reasonably acceptable to each of the
Brauvin Partnerships as to the fairness of the Merger Consideration
to the holders of the Units, from a financial point of view, shall
have been delivered to each Brauvin Partnership.

7.2.5 No later than the earlier of (x) July 15,
1996 or (y) the Mailing Date (the earlier of (x) or (y) being, the
"Commitment Date"), the Merger Company shall have delivered to the
Brauvin Partnerships a Commitment Letter executed by a financial
institution or other financing source providing for debt financing
in an amount at least equal to $58,000,000 and on terms
commercially reasonable from the point of view of each of the
Brauvin Partnerships as the selling party in the Transaction;
provided, that unless any of the Brauvin Partnerships give notice
to the Merger Company (x) within ten days after the delivery of a
copy of the Commitment Letter to each of the Brauvin Partnerships,
that the Commitment Letter does not satisfy the condition set forth
in this Section 7.2.5 or (y) if the Commitment Letter shall not be
delivered prior to the Commitment Date, within two business days
after the Commitment Date that none of the Brauvin Partnerships
have any obligation to effect the Transaction because of the
failure of the condition set forth in this Section 7.2.5, such
condition shall be deemed to be waived.

7.3 Additional Conditions to the Obligations of the
Merger Company. The obligation of the Merger Company to effect the
Transaction is also subject to the fulfillment at or prior to the
Effective Time, or such earlier date as specified therein, of each
of the following conditions which may be waived in whole or in part
by the Merger Company:

7.3.1 Each of the Brauvin Partnerships shall in all
material respects have performed each obligation to be performed by
it hereunder on or prior to the Effective Time and all of the
representations and warranties of each of the Brauvin Partnerships
shall be true and accurate in all material respects as of the
Effective Time.

7.3.2 The Brauvin Partnerships shall have cash
available and not restricted equal to and replacement reserves
estimate to be as of July 31, 1996: (a) for Brauvin I, $513,000
and $418,000 respectively; (b) for Brauvin II, $1,126,500 and
$515,500 respectively; (c) for Brauvin III $563,300 and $331,000
respectively. If the Closing Date does not occur on or before July
31, 1996, each of the Brauvin Partnerships shall prepare new
projections of cash available and not restricted and replacement
reserves by calendar quarter, subject to the approval of the Merger
Company in its reasonable business judgment.

7.3.3 The Merger Company shall have received
certificates of each of the Brauvin Partnerships, dated the Closing
Date, to the effect that the conditions specified in Sections 7.3.1
and 7.3.2 have been fulfilled.

7.3.4 The Merger Company shall have received
evidence, in form and substance reasonably satisfactory to its
counsel, that such licenses, permits, consents, approvals, waivers,
authorizations, qualifications and orders of domestic governmental
authorities and parties to contracts and leases with each of the
Brauvin Partnerships as are necessary in connection with the
consummation of the transactions contemplated hereby (excluding
licenses, permits, consents, approvals, authorizations,
qualifications or orders, the failure to obtain which after the
consummation of the transactions contemplated hereby, in the
aggregate, will not have a material adverse effect on the Condition
of any of the Brauvin Partnerships), provided, that unless the
Merger Company gives notice to each of the Brauvin Partnerships
prior to the Mailing Date that the Merger Company has no obligation
to effect the Transaction because of the failure of the condition
set forth in this Section 7.3.4, such condition shall be deemed
waived.

7.3.5 No action, suit or proceeding before any
court or governmental authority shall have been commenced and be
pending by any Person against the Brauvin Partnerships or the
Merger Company or any of their Affiliates, partners, officers or
directors seeking to restrain, prevent, change or delay in any
material respect any of the terms or provisions of the Transaction
or seeking material damages in connection therewith.

7.3.6 The Merger Company, Manager and its lenders
shall have received the favorable legal opinion of counsel to each
of the Brauvin Partnerships, substantially to the effect set forth
in Exhibit A.

7.3.7 Receipt by the Merger Company of debt and
equity financing which in its sole judgment is satisfactory.

7.3.8 None of the Brauvin Partnerships shall have
undergone a material adverse change in its Condition or its ability
to perform its obligations under this Agreement. For purposes of
this Section 7.3.8, the discovery after the Mailing Date of a fact
which fact is materially adverse to the Condition of any Brauvin
Partnership and which could not have been reasonably discovered by
the Merger Company or its Affiliates on or prior to the Mailing
Date shall be deemed to be a material adverse change to the
Condition of such the Brauvin Partnership.

7.3.9 The Merger Company shall have determined that
the legal, accounting and business due diligence investigation of
each of the Brauvin Partnerships to be conducted by or on behalf of
the Merger Company, including, without limitation, any information
obtained from the Disclosure Schedule, has not revealed that
proceeding with the Transaction would be inadvisable or contrary to
the Merger Company's best interests, provided, that, unless the
Merger Company gives notice to the Brauvin Partnerships prior to
the Mailing Date that the Merger Company has no obligation to
effect the Transaction because of the failure of the condition set
forth in this Section 7.3.9, such condition shall be deemed to be
waived.

7.3.10 None of the Brauvin Partnerships shall have
made a distribution of earnings with respect to any Units from the
date hereof through the Effective Time.

7.3.11 The Merger Company shall have received from
the Brauvin Partnerships an environmental assessment of each
Property, and the Merger Company shall have completed its review of
such Environmental Reports and the Merger Company shall be
satisfied in its reasonable discretion that (i) the Surviving
Company will not be exposed to unacceptable risk, liability or
obligation as a consequence of this Agreement and the transactions
contemplated hereby and (ii) the Surviving Company will not be
subject to any material adverse, unusual or onerous agreements,
conditions, liabilities or obligations to which the Brauvin
Partnerships are a party.

7.3.12 The Merger Company shall have completed its
review of the assets and business of the Brauvin Partnerships and
found them to be satisfactory to it in its reasonable discretion.

7.3.13 The Brauvin Partnerships, at their own
expense, shall have ordered and delivered to the Merger Company an
owner's title insurance policy (ALTA Owner's Policy Form B-1970
(rev. 10/17/70, if available, and 10/17/84)) with respect to each
parcel of the Property (or an endorsement of existing policies in
favor of the Surviving Company), insuring the Surviving Company and
issued as of the Closing Date by a title insurance company
reasonably satisfactory to the Merger Company, in such amount(s) as
may be reasonably satisfactory to Merger Company, showing fee
simple title thereto to be vested in the Surviving Company, subject
in each case only to Permitted Liens, with extended coverage over
all general exceptions, if available, a zoning endorsement in the
form of ALTA endorsement Form 3.1 and such other endorsements as
the Merger Company shall reasonably request, if available.

7.3.14 The Brauvin Partnerships, at their own
expense, shall have ordered and delivered to the Merger Company
surveys of each Property for which title insurance is being
obtained, dated not earlier than March 31, 1996, prepared by a
licensed surveyor, and certified to the Merger Company, and the
title insurance company as having been prepared in accordance with
American Land Title Association land survey standards, and showing
all material improvements to be within lot, side lot, rear lot and
setback lines. Such surveys shall reveal no material encroachments
on each Property and be sufficient to enable to title company
issuing the title policies described in Section 7.3.13 to issue
same with full extended coverage, if available.

7.3.15 The Brauvin Partnerships shall have
delivered to the Merger Company such further information, documents
and instruments as the Merger Company shall reasonably require.

8. Termination, Amendment and Waiver.

8.1 Termination. This Agreement may be terminated and
the Transaction contemplated hereby may be abandoned, by written
notice promptly given to the other parties hereto, at any time
prior to the Effective Time, whether prior to or after Unitholder
Approval of the Transaction:

8.1.1 By mutual written consent of the Merger
Company and each of the Brauvin Partnerships;

8.1.2 By either the Merger Company or any of the
Brauvin Partnerships, if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission
shall have issued an order, decree or ruling or taken any other
action, in each case permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this
Agreement and such order, decree, ruling or other action shall have
become final and nonappealable;

8.1.3 By either the Merger Company or any of the
Brauvin Partnerships, if the Effective Time shall not have occurred
on or before the Termination Date, unless the absence of such
occurrence shall be due to the failure of the party seeking to
terminate this Agreement to perform in all material respects each
of its obligations under this Agreement required to be performed by
it prior to the Effective Time;

8.1.4 By either the Merger Company or any of the
Brauvin Partnerships, if at the Meeting (including any adjournment
thereof) Unitholder Approval of the Transaction shall not be
obtained;

8.1.5 By the Merger Company, if any of the Brauvin
Partnerships shall have withdrawn, modified or amended in any
respect their approval of the Transaction;

8.1.6 By the Merger Company, if any of the Brauvin
Partnerships fail to perform in all material respects its
obligations under this Agreement;

8.1.7 By the Merger Company, if there shall have
occurred a material adverse change in the Condition of any of the
Brauvin Partnerships since the date of this Agreement;

8.1.8 By any of the Brauvin Partnerships, if the
Merger Company fails to perform in all material respects its
obligations under this Agreement;

8.1.9 By the Merger Company, if any of the Brauvin
Partnerships shall have settled or compromised any Designated
Action without the prior written consent of the Merger Company,
unless such settlement or compromise (i) requires the payment of
money by such Brauvin Partnership in an amount which, when
aggregated with the amount of money paid or payable in connection
with all other Designated Actions, does not exceed $15,000 and (ii)
does not include any other material term or condition to which the
Merger Company shall reasonably object;

8.1.10 By the Merger Company, if, prior to the
Effective Time, the representations and warranties of each Brauvin
Partnership set forth in this Agreement shall not be true and
correct in all material respects at any time as if made as of such
time, except to the extent that any such representation or warranty
is made as of a specific date, in which case such representation or
warranty shall have been true and correct as of such date,
provided, that for purposes of this Section 8.1.10 the
representations and warranties set forth in Section 4.14 shall be
deemed to have been made irrespective of the qualification
contained therein as to the Knowledge of each of the Brauvin
Partnerships;

8.1.11 By any of the Brauvin Partnerships, in
accordance with Section 7.2.5, if there shall have been a failure
of the condition set forth therein or any of the Brauvin
Partnerships elect to pursue an Alternative Proposal pursuant to
Section 6.5 hereof; or

8.1.12 By the Merger Company, if Brauvin Corporate
Lease Program IV L.P. is unable to sell substantially all of its
assets to the Merger Company on terms reasonably acceptable to the
Merger Company.

8.2 Effect of Termination. In the event of the
termination of this Agreement and abandonment of the Transaction as
provided in Section 8.1 hereof, this Agreement shall forthwith
become void and there shall be no liability on the part of the
Merger Company or any of the Brauvin Partnerships except (a) to the
extent that such termination results from the wilful breach of a
party hereto of any of its covenants or agreements set forth in
this Agreement and (b) in the case of termination or pursuant to
Section 6.5 hereof, the payment by the terminating Brauvin
Partnerships of the termination fee provided therein.

8.3 Amendment. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties
hereto; provided, however, that after the Unitholder Approval of
the Transaction has been obtained, no amendment may be made which
changes the amount of cash to be paid for the Units, or effects any
change which would adversely affect the holders of Units without
the further Unitholder Approval.

8.4 Waiver. At any time prior to the Effective Time,
whether before or after the Meeting, any party hereto, by a writing
executed by its general or managing partner or manager, may (i)
extend the time for the performance of any of the obligations or
other acts of any other party hereto or (ii) subject to the proviso
contained in Section 8.3 hereof, waive compliance with any of the
agreements of any other party or with any conditions to its own
obligations.

9. General Provisions.

9.1 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telegram, telecopier or
three business days after it is sent by registered or certified
mail, return receipt requested, postage prepaid,to the parties at
the following addresses or at such other addresses as shall be
specified by the parties by like notice:

(a) if to the Merger Company or Manager:

c/o Brauvin Real Estate Funds
150 South Wacker Drive, Suite 3200
Chicago, Illinois 60606
Attention: James L. Brault

(b) if to the Brauvin Partnerships, or the
Brauvin GPs:

c/o Brauvin Real Estate Funds
150 South Wacker Drive, Suite 3200
Chicago, Illinois 60606
Attention: Jerome J. Brault

9.2 Certain Definitions. As used in this Agreement, the
following terms shall have the meanings indicated below:

"Affiliate" means, with respect to any Person, any other
Person controlling, controlled by or under common control with, or
the parents, spouse, lineal descendants or beneficiaries of, such
Person and includes the Individual Affiliates.

"Available Cash" means the amount of cash and cash
equivalents held by or at the direction of the specified Brauvin
Partnership after deducting any amounts then owed, accrued or
reserved by the specified Brauvin Partnership for goods, services
or liabilities of any nature or description.

"Brauvin I Unit Value" means an amount which is equal to
the quotient obtained by dividing (i) the difference between (A)
the sum of (1) the fair market value of substantially all of
Brauvin I's real estate related assets, including the value of
Brauvin I's interest, if any, in joint ventures owning real estate
(as determined by Cushman & Wakefield or other independent
appraiser), and (2) Brauvin I's Available Cash and (B) the sum of
(1) the costs of the Transaction to Brauvin I to the extent not
previously paid, (2) other liabilities of Brauvin I not otherwise
deducted in computing Available Cash and not otherwise included in
costs of the Transaction and (3) to the extent the Closing occurs
after July 31, 1996, the earnings of Brauvin I from August 1, 1996
to the Closing Date by (ii) the number of Brauvin I Units.

"Brauvin II Unit Value" means an amount which is equal to
the quotient obtained by dividing (i) the difference between (A)
the sum of (1) the fair market value of substantially all of
Brauvin II's real estate related assets including the value of
Brauvin II's interest, if any, in joint ventures owning real estate
(as determined by Cushman & Wakefield or other independent
appraiser), and (2) Brauvin II's Available Cash and (B) the sum of
(1) the costs of the Transaction to Brauvin II to the extent not
previously paid, (2) other liabilities of Brauvin II not otherwise
deducted in computing Available Cash and not otherwise included in
costs of the Transaction and (3) to the extent the Closing occurs
after July 31, 1996, the earnings of Brauvin II from August 1, 1996
to the Closing Date by (ii) the number of Brauvin II Units.

"Brauvin III Unit Value" means an amount which is equal
to the quotient obtained by dividing (i) the difference between (A)
the sum of (1) the fair market value of substantially all of
Brauvin III's real estate related assets including the value of
Brauvin III's interest, if any, joint ventures owning real estate
(as determined by Cushman & Wakefield or other independent
appraiser) and (2) Brauvin III's Available Cash and (B) the sum of
(1) the costs of the Transaction to Brauvin III to the extent not
previously paid, (2) other liabilities of Brauvin III not otherwise
deducted in computing Available Cash and not otherwise included in
costs of the Transaction and (3) to the extent the Closing occurs
after July 31, 1996, the earnings of Brauvin III from August 1,
1996 to Closing Date by (ii) the number of Brauvin III Units.

"Business Combination" means any acquisition or purchase
of assets of, or any equity interest in, any of the Brauvin
Partnerships or any tender offer (including a self tender offer),
exchange offer, merger, consolidation, business combination, sale
of substantial assets or of a substantial amount of assets, sale of
securities, recapitalization, reorganization, refinancing,
refunding, liquidation, dissolution or similar transactions
involving any of the Brauvin Partnerships or other transactions
involving any vote or consent of the holders of any class of Units.

"Closing Date" means the date upon which the Merger
occurs.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time, and, unless the context otherwise
requires, the rules and regulations promulgated thereunder, from
time to time.

"Commission" means the Securities and Exchange Commission
or any successor agency.

"Commitment Letter" means one or more commitment letters
or loan, securities purchase, financing or similar agreements
providing a financial commitment or obligation to provide debt
financing for the Transaction.

"Condition" means, with respect to any Person, the
business, assets, properties, results of operations, financial or
other condition or prospects of such Person and its Subsidiaries,
taken as a whole.

"Disclosure Schedules" means the Disclosure Schedules
setting forth certain information concerning each of the Brauvin
Partnerships and its assets required to be delivered by each of the
Brauvin Partnerships to the Merger Company pursuant to Section 2.5
above.

"Environmental Laws" means all federal, state and local
statutes, regulations, ordinances, rules, regulations and policies,
all court orders and decrees and arbitration awards, and the common
law, which pertain to environmental matters or contamination of any
type whatsoever. Environmental Laws include, without limitation,
those relating to: manufacture, processing, use, distribution,
treatment, storage, disposal, generation or transportation of
Hazardous Materials; air, surface or ground water or noise
pollution; protection of wildlife, endangered species, wetlands or
natural resources; health and safety of employees and other
persons; and notification requirements relating to the foregoing
and includes the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as amended;
the Resource Conservation and Recovery Act ("RCRA), 42 U.S.C. 6901
et seq., as amended; the Clean Air Act ("CAA"), 42 U.S.C. 7401 et
seq., as amended; the Clean Water Act ("CWA"), 33 U.S.C. 1251 et
seq., as amended; and the Occupational Safety and Health Act
("OSHA"), 29 U.S.C. 655 et seq.

"Environmental Reports" means all environmental site
assessments, remedial investigations/feasibility studies, reports,
studies, tests or other documents relating to environmental
compliance or the presence of Hazardous Materials at any of
properties presently or formerly owned or operated by each of the
Brauvin Partnerships or any predecessor in interest or any
Property, at any facility which may have received Hazardous
Materials generated by any property currently or formerly owned or
operated by the Brauvin Partnerships or at any Property.

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

"Hart-Scott-Rodino Act" means the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and
regulations thereunder.

"Hazardous Materials" means (i) pollutants, contaminants,
pesticides, radioactive substances, solid wastes or hazardous or
extremely hazardous, special, dangerous or toxic wastes,
substances, chemicals or materials within the meaning of any
Environmental Law, including without limitation any (i) "hazardous
substance" as defined in CERCLA, and "hazardous waste" as defined
in the RCRA and all amendments thereto and reauthorizations
thereof; and (ii) even if not prohibited, limited or regulated by
Environmental Laws, all pollutants, contaminants, hazardous,
dangerous or toxic chemical materials, wastes or any other
substances, including without limitation, any industrial process of
pollution control waste (whether or not hazardous within the
meaning of RCRA) which could pose a hazard to the environment or
the health and safety of any person, or impair the use or value of
any portion of the Properties

"Individual Affiliate" means any Person who is now, or at
any time since January 1, 1996 has been, (i) a Partner of any of
the Brauvin Partnerships, (ii) a director or officer of the
corporate general partner of any of the Brauvin GPs, (iii) a
director, officer or shareholder of the Assignor Limited Partners
or (iv) any "associate" (as defined in the rules pursuant to the
Exchange Act) of any of the above.

"Knowledge" means (i) with respect to each of the Brauvin
Partnerships, the knowledge of (a) the particular Brauvin GPs, and
(b) with respect to the entities referred to in the preceding
clause (a) any of such entities current officers and directors; and
(ii) with respect to the Merger Company, the knowledge of Manager
and its Affiliates and their current officers and directors.

"Lien" means any lien, pledge, mortgage, security
interest, claim, lease, charge, option, right of first refusal,
easement, servitude, encumbrance, participation interest,
assignment, or other restriction or limitation.

"Mailing Date" means the first day on which the Proxy
Statements are mailed to the holders of Units pursuant to Section
6.1 above.

"Merger Consideration" means the Brauvin I Unit Value,
Brauvin II Unit Value and Brauvin III Unit Value received by
holders of Units in connection with the Merger.

"Order" means any judgment, ruling, order, writ,
injunction, decree, determination or requirement of any arbitrator
or court or of any governmental or regulatory body, authority or
agency, whether federal, state or local, domestic or foreign.

"Partnership Agreements" means the partnership agreements
of each of the Brauvin Partnerships, as amended.

"Partnership Certificates" means the certificate or
articles of limited partnership of each of the Brauvin
Partnerships, as amended, as filed with the Delaware Secretary of
State.

"Permitted Statutory Liens" means statutory Liens of
landlords, carriers, warehousemen, mechanics and materialmen and
other similar Liens imposed by law and incurred in the ordinary
course of business for sums not yet delinquent.

"Person" means any individual, corporation, partnership,
limited liability company, firm, joint venture, association,
joint-stock company, trust, unincorporated organization,
governmental body or other entity.

"Requirements of Law" means (i) the certificate of
limited partnership of the Brauvin Partnerships, the agreements of
limited partnership or other organizational or governing documents
of each of the Brauvin Partnerships, (ii) any statute, law, treaty,
rule, regulation or ordinance applicable to each of the Brauvin
Partnerships, the irrespective assets (including, without
limitation, Environmental Laws and occupational health and safety
and food and drug regulations) or (iii) any judgment, decree,
injunction, order or determination of any arbitrator or of any
court or other governmental or regulatory authority or agency,
whether federal, state or local, domestic or foreign, applicable to
each of the Brauvin Partnerships and their respective assets.

"Securities Act" means the Securities Act of 1933, as
amended.

"Subsidiary" means, with respect to any Person, any
corporation at least a majority of whose outstanding voting
securities, or any other Person at least a majority of whose total
equity interest, is owned by such Person.

"Termination Date" means August 31, 1996, which date may
be extended by either the Merger Company or the Brauvin
Partnerships to no later than September 30, 1996 if the Transaction
is proceeding in good faith.

"Transaction" means (i) the Merger and (ii) certain
amendments to the Partnership Agreements necessary to consummate
the Merger (including, without limitation, providing for the
redemption of partnership interests).

"Unitholder Approval" means the approval of the limited
partners of each of the Brauvin Partnerships, with the Assignor
Limited Partners, pursuant to the Brauvin I Partnership Agreement,
voting as instructed by the holders of the Brauvin I Units.

The following terms are defined in the corresponding
Sections listed below:

Term Section

Assignor Limited Partners. . . . . . . . . . . . . . . . . .2.1.4
Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . .4.7
Balance Sheets Date. . . . . . . . . . . . . . . . . . . . . .4.7
Brauvin GPs. . . . . . . . . . . . . . . . . . . . . . . . .2.1.2
Certificates of Merger . . . . . . . . . . . . . . . . . . . .1.3
Commitment Date. . . . . . . . . . . . . . . . . . . . . . .7.2.5
Designated Actions . . . . . . . . . . . . . . . . . . . . 6.4.1
Effective Time . . . . . . . . . . . . . . . . . . . . . . . .1.3
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . .7.2.4
Interim Financial Statements . . . . . . . . . . . . . . . . .4.7
Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .6.2
Merger . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
<PAGE>
Term Section

Merger Company . . . . . . . . . . . . . . . . . . . . . Recitals
MC Agreement . . . . . . . . . . . . . . . . . . . . . . . . .3.1
MC Certificate . . . . . . . . . . . . . . . . . . . . . . . .3.1
Other Filings. . . . . . . . . . . . . . . . . . . . . . . . .6.1
Partnership Act. . . . . . . . . . . . . . . . . . . . . Recitals
Permitted Liens. . . . . . . . . . . . . . . . . . . . . . 4.18.2
Proxy Statements . . . . . . . . . . . . . . . . . . . . . . .6.1
Redemption Agent . . . . . . . . . . . . . . . . . . . . . .2.2.1
Redemption Fund. . . . . . . . . . . . . . . . . . . . . . .2.2.2
SEC Filings. . . . . . . . . . . . . . . . . . . . . . . . . .4.7
Terminating Brauvin Partnership. . . . . . . . . . . . . . . .6.5
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . .2.1.1
<PAGE>
9.3 Representations and Warranties; Etc. The respective
representations and warranties of each of the Brauvin Partnerships
and the Merger Company contained herein shall expire with, and be
terminated and extinguished upon, consummation of the Merger, and
thereafter none of the Brauvin Partnerships or the Merger Company,
or any general partner or principal of any thereof, shall be under
any liability whatsoever with respect to any such representation or
warranty. This Section 9.3 shall have no effect upon any other
obligation of the parties hereto, whether to be performed before or
after the consummation of the Merger.

9.4 Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.

9.5 Descriptive Headings. The descriptive headings
herein are inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or interpretation
of this Agreement.

9.6 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto,
and nothing in this Agreement,express or implied, is intended to
confer upon any other Person any rights or remedies of any nature
whatsoever under or by reason of this Agreement except the right of
the holders of Units to receive cash as provided in Section 2.1.1
hereof (subject in each case to the consummation of the Transaction
pursuant to this Agreement).

9.7 Incorporation of Recitals. The Recitals hereto are
incorporated into this Agreement as if fully restated herein.

9.8 Miscellaneous. This Agreement (i) constitutes the
entire agreement and supersedes all other prior agreements and
undertakings, both written and oral, between the parties with
respect to the subject matter hereof;(ii) may not be assigned,
except that the Merger Company may assign its rights hereunder in
whole or in part to one or more of its direct or indirect
Subsidiaries or Affiliates, each of which, in written instruments
reasonably satisfactory to each of the Brauvin Partnerships, shall
agree to assume all of the Merger Company's obligations hereunder
so assigned to it and be bound by all of the terms and conditions
of this Agreement; and (iii) shall be governed in all respects,
including validity, interpretation and effect, by the laws of the
State of Illinois applicable to agreements made and to be performed
entirely within such State. This Agreement may be executed in one
or more counterparts which together shall constitute a single
agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

BRAUVIN REAL ESTATE FUNDS, L.L.C., a
Delaware limited liability company

By: Brauvin Real Estate Funds, Inc., an
Illinois corporation
Its: Manager

By:__________________________________
Its:_________________________________

BRAUVIN HIGH YIELD FUND L.P., a Delaware
limited partnership

By: BRAUVIN REALTY ADVISORS, INC., its
Corporate General Partner

By:____________________________________
Jerome J. Brault, President

BRAUVIN HIGH YIELD FUND L.P. II, a
Delaware limited partnership

By: BRAUVIN REALTY ADVISOR II, INC., its
Corporate General Partner

By: ____________________________________
Jerome J. Brault, President

BRAUVIN INCOME PLUS L.P. III, a Delaware
limited partnership

By: BRAUVIN REALTY ADVISORS III, INC.,
its Corporate General Partner

By: __________________________________
Jerome J. Brault, President

<PAGE>
EXHIBIT A
FORM OF OPINION OF BRAUVIN PARTNERSHIPS' COUNSEL

1. Each Brauvin Partnership is duly organized, validly
existing and in good standing under the laws of the State
of Delaware and has the partnership power and authority
to carry on its business as now being conducted.

2. The execution, delivery and performance of the Agreement
by each Brauvin Partnership, has been duly authorized and
approved by all requisite partnership action. The
Agreement has been duly executed and delivered by each
Brauvin Partnership and constitutes a valid and binding
obligation of each Brauvin Partnership and is enforceable
against each of them in accordance with its terms except
as such terms may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, rehabilitation,
moratorium, marshalling and similar laws affecting the
enforcement generally of creditors rights and by the
availability of general equitable remedies.

3. To such counsel's knowledge, the consummation by each
Brauvin Partnership of the transactions contemplated by
the Agreement will not result in breach or violation of,
or default under, any judgment, decree, mortgage,
agreement, indenture or other instrument applicable to
each Brauvin Partnership.

4. All approvals, consents, authorizations or modifications
which are required by each Brauvin Partnership to permit
the performance by each Brauvin Partnership of their
respective obligations under the Agreement and the
transactions contemplated therein have been obtained.

5. To such counsel's knowledge, there is no (a) litigation,
proceeding or governmental investigation pending or, to
the best of our knowledge, threatened against each
Brauvin Partnership or their respective properties,
assets or businesses, or the transaction contemplated by
the Agreement which, if adversely determined, in our
judgment, could reasonably be anticipated to result in
any material adverse effect on each Brauvin Partnership
(b) decree (other than decrees of general applicability
to banks generally) or judgment of any court or any
governmental agency to which each of the Brauvin
Partnerships is subject and which, in our judgment, could
reasonably be anticipated to have a material adverse
effect on the financial condition, results or operations,
assets, business or prospects of any of the Brauvin
Partnerships.

We have participated in the preparation and filing of the
Proxy Statement and, in the course of such preparation, in
conferences with certain officers and employees of the Brauvin
Partnerships and their respective partners and officers with
respect thereto. Although we are not passing upon or assuming
any responsibility for the accuracy, completeness or fairness
of the statements contained or incorporated in the Proxy
Statement, during the course of such participation no facts
have come to our attention which would lead us to believe that
the Proxy Statement at the time it was first mailed to limited
partners of the Brauvin Partnership, at the time of the
Meeting and at the Effective Time, contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading (except that we do not
comment with respect to the financial statements and other
financial and statistical information included therein or
omitted therefrom).

Such other opinions as the Acquiring Company shall reasonably
request.
<PAGE>
SCHEDULE 1

Permitted Liens

1. Liens reflected on each Brauvin Partnership's Financial
Statements.

2. Permitted Statutory Liens.

3. Encumbrances on the Properties as they relate to
mortgages granted in connection with the acquisition or
financing of such properties.

4. Liens for current taxes not delinquent or for taxes being
contested in good faith and by appropriate proceedings.

5. Liens of mechanics, carriers, materialmen and other like
liens arising in the ordinary course of business in
respect of obligations which are not delinquent or which
are being contested in good faith any by appropriate
proceedings.

6. Existing leases of all or any portion of any Properties.

7. Liens arising out of any act of the Surviving Company.

8. All other covenants, conditions and easements of record
shown on the commitments for title insurance reviewed by
the Suviving Company.