BRAUVIN INCOME PLUS L P III, PRE13E3, 1996-07-23

BRAUVIN INCOME PLUS L P III
PRE13E3, 1996-07-23
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS

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<PAGE>
Schedule 13E-3

Reg. SS240.13e-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 INCOME PLUS L.P. III
(Name of the Issuer)

BRAUVIN INCOME PLUS L.P. III
(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: $3,825.83

Form of Registration: Schedule 14A

Filing Party: Brauvin Income plus L.P. III

Date Filed: July 19, 1996

<PAGE>
INTRODUCTION

This Rule 13E-3 Transaction Statement (the "Statement") is
being filed by Brauvin Income Plus L.P. III, 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 III, 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
Income Plus L.P. III

(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 Income Plus L.P. III,
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 Income Plus L.P.
III, 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 Income Plus L.P. III

(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
Income Plus L.P. III 17

17(f) The Herman Group, Inc.
Engagement Letter 76

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 INCOME PLUS L.P. III

By: Brauvin Realty Advisers
III L.P., 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 INCOME PLUS L.P. III

<CAPTION>
UNIT % OWNED PROPERTY PROPERTY STREET
NO. FUND BY FUND TYPE NAME CITY ADDRESS ST.
<S> <C> <C> <C> <C> <C> <C> <C>
4 BIP3 100.00% RETAIL SPORTS UNLIMITED WINTER PARK 2075 SEMORAN BOULEVARD FL
7 BHYF 6.30% RETAIL COMPUSA DULUTH 3825 VENTURE DRIVE GA
9 BIP3 100.00% SIT-DOWN STEAK N SHAKE COLLINSVILLE 606 NORTH BLUFF ROAD IL
11 BIP3 100.00% SIT-DOWN STEAK N SHAKE INDIANAPOLIS 1501 EAST 86TH STREET IN
12 BIP3 100.00% SIT-DOWN STEAK N SHAKE INDIANAPOLIS 8640 NORTH MICHIGAN ROAD IN
15 BIP3 100.00% SIT-DOWN APPLEBEE'S ST. CHARLES 2921 SOUTH SERVICE ROAD MO
16 BIP3 100.00% RETAIL SPORTS UNLIMITED CHARLOTTE 7300 EAST INDEPENDENCE BLVD. NC
20 BIP3 100.00% SIT-DOWN CHILI'S MIDLAND 4610 NORTH GARFIELD TX
164 BIP3 100.00% SIT-DOWN PONDEROSA WAUKEGAN 2915 WEST BELVIDERE ROAD IL
173 BIP3 100.00% SIT-DOWN PONDEROSA (SUN FLOWER) ELMHURST 856 NORTH YORK ROAD IL
360 BIP3 100.00% SIT-DOWN CHI-CHI'S HAMBURG 1120 MCKINLEY EXPRESSWAY NY
401 BIP3 100.00% SIT-DOWN IHOP DENVER 3100 SOUTH SHERIDAN BLVD. CO
401B BIP3 100.00% SIT-DOWN CHI-CHI'S HICKORY 2060 HIGHWAY 70 SE NC
856 BIP3 100.00% SIT-DOWN BENNIGAN'S DAYTON 7260 MILLER LANE OH
1005 BIP3 100.00% SIT-DOWN PONDEROSA KISSIMMEE 4024 WEST VINE STREET FL
1069 BIP3 100.00% SIT-DOWN PONDEROSA KANSAS CITY 7210 N.E. 43RD STREET MO

</TABLE>
<PAGE>
<TABLE>
BRAUVIN INCOME PLUS L.P. III

<CAPTION>
CUSHMAN AND WAKEFIELD VALUATION INDICATORS
UNIT % OWNED PROPERTY PROPERTY BLG. LAND YEAR YEAR 1 TERMINAL TOTAL VALUE
NO. FUND BY FUND TYPE NAME SF SF BUILT C & W VALUE $NOI OAR IRR OAR OF FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4 BIP3 100.00% RETAIL SPORTS UNLIMITED 39,613 165,528 1988 $2,660,000 $272,201 10.23% 12.00% 11.00% $2,660,000
7 BHYF 6.30% RETAIL COMPUSA 26,150 105,919 1992 2,050,000 228,603 11.15% 12.00% 11.00% 129,150
9 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,430 38,000 1991 1,110,000 118,993 10.72% 12.25% 11.50% 1,110,000
11 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,892 90,343 1975 890,000 97,245 10.93% 12.25% 11.50% 890,000
12 BIP3 100.00% SIT-DOWN STEAK N SHAKE 3,860 39,988 1990 830,000 90,804 10.94% 12.25% 11.50% 830,000
15 BIP3 100.00% SIT-DOWN APPLEBEE'S 4,140 66,516 1990 1,670,000 172,237 10.31% 12.25% 11.50% 1,670,000
16 BIP3 100.00% RETAIL SPORTS UNLIMITED 30,000 108,900 1987 2,110,000 211,203 10.01% 12.00% 11.00% 2,110,000
20 BIP3 100.00% SIT-DOWN CHILI'S 6,213 45,540 1984 1,290,000 134,249 10.41% 12.50% 11.50% 1,290,000
164 BIP3 100.00% SIT-DOWN PONDEROSA 4,753 49,288 1969 860,000 107,658 12.52% 12.50% 11.50% 860,000
173 BIP3 100.00% SIT-DOWN PONDEROSA
(SUN FLOWER) 5,250 41,083 1970 590,000 71,460 12.11% 12.50% 11.50% 590,000
360 BIP3 100.00% SIT-DOWN CHI-CHI'S 7,270 80,020 1990 1,530,000 156,977 10.26% 12.25% 11.50% 1,530,000
401 BIP3 100.00% SIT-DOWN IHOP 4,457 40,000 1989 800,000 88,687 11.09% 12.25% 11.50% 800,000
401B BIP3 100.00% SIT-DOWN CHI-CHI'S 5,904 45,690 1990 1,120,000 123,341 11.01% 13.50% 11.50% 1,120,000
856 BIP3 100.00% SIT-DOWN BENNIGAN'S 6,000 116,872 1986 1,120,000 127,530 11.39% 12.50% 11.50% 1,120,000
1005 BIP3 100.00% SIT-DOWN PONDEROSA 5,404 60,000 1985 1,460,000 163,500 11.20% 12.50% 11.50% 1,460,000
1069 BIP3 100.00% SIT-DOWN PONDEROSA 5,745 61,208 1988 960,000 123,292 12.84% 12.50% 11.50% 960,000

</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 INCOME PLUS L.P. III
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 Income Plus L.P. III, 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 __: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 High Yield Fund L.P. II (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 $8.83 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 $19,129,150, or $8.58 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 $.25 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 III, Inc. (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, the other
individual General Partner has 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
2,230,375 Units, held of record by 1,627 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
April 13, 1989. The Partnership's Commission file number is
0-19219. The General Partners are the Corporate General Partner,
the Managing General Partner and Cezar M. Froelich.
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. 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 $8.83 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 $19,129,150, or $8.58 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 $.25 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. Mr. Froelich has 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 $8.83 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
$32,130 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 preliminarily
valued the Assets at $18,927,890. The Operating General
Partners reviewed the initial valuation and concluded that the
values of the Assets set forth therein were lower than
expected due to changes and/or clarifications of certain property
and/or financial information not previously provided to
or not considered by Cushman & Wakefield. As a result of
subsequent considerations presented by the Operating General
Partners, the valuation was increased to $19,129,150, 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 $575,000 to $1,150,000 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. Mr. Froelich is not recommending the Transaction
since he believes 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
$32,130 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 2,230,375 Units outstanding and entitled to vote, held of
record by 1,627 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
High Yield Fund L.P. II, 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 $8.83 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 2,230,375
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 obligations, 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
$563,000 and $331,000, 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 $19,129,150. As
of June 19, 1996, cash on hand was $982,700. The Operating
General Partners have estimated that net earnings from June 19,
1996 to July 31, 1996 will be approximately $171,240. The
Operating General Partners have also estimated that the
Transaction Costs will be approximately $253,400 of which $13,215
have been paid by the Partnership to date and that other
Partnership liabilities (excluding Transaction Costs) will be
approximately $335,800 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 $19,129,150

Cash on hand as of June 19, 1996 982,700

Estimated earnings through July 31,
1996 171,240

Available cash 1,153,940

Estimated Transaction Costs ( 253,400)

Other estimated Partnership
liabilities ( 335,800)

Estimated cash available for
distribution $19,693,890

Number of Units 2,230,375

Estimated redemption price per Unit $ 8.83

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 High
Yield Fund L.P. II 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.

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 $8.83 per Unit in cash.

Background and Operational History of the Partnership

The Partnership is a Delaware limited partnership organized on
April 13, 1989 to raise funds from investors to acquire
debt-free ownership of existing, free-standing, income-producing
retail, office and industrial real properties subject to
predominantly triple-net leases. The Partnership completed its
public offering on October 29, 1991 and raised a total of
$21,307,600. As of December 31, 1995, the Partnership had also
raised an additional $1,386,094 through its distribution
reinvestment plan. As of the date hereof, the Partnership owns
the land and buildings underlying 14 properties as well as
a 99% interest in a joint venture which owns a Chili's restaurant
and a 6.4% interest in a joint venture that owns the land
and building underlying a CompUSA store. 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 $2,060,581, $2,007,702 and $1,973,921, 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 third of a series of affiliated limited
partnerships formed to acquire similar properties. The
Partnership's Prospectus dated October 30, 1989 (the
"Prospectus") states that the anticipated holding period for the
Partnership's properties is no more than seven to nine 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 Brauvin High Yield Fund
L.P., one of the Affiliated Limited Partnerships, is at the
end of its anticipated holding period of six to nine years for
its properties and the Partnership is nearing the end of the
anticipated holding period of seven to nine 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 $8.83 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. The Partnership and Brauvin Corporate Lease
Program IV L.P., one of the Affiliated Limited Partnerships, have
received additional expressions 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. The Operating General
Partners are in the process of providing the due diligence
materials requested by this potential purchaser and should an
offer be made that the Operating General Partners believe to
be more favorable to the Limited Partners, the Limited Partners
will be notified. As of this time there can be no assurance
that such potential purchaser will make an offer or on what terms
any such offer may be made. Mr. Froelich believes 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
distribution 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 assurances that a better offer for the
acquisition of the Assets may not be available now or in the
future.

Costs and Risks Associated with Continued Ownership

The average remaining lease term for the Assets is 11.6 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 $118,448 and $150,726,
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 $8.83 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 11.6
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 Mr. Froelich'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) 80% 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 11.6 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 $8.83 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 $19,129,150,
or $8.58 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 $.25 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 - Costs and
Risks Associated with Continued Ownership." However, the
Limited Partners 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 $32,130 from the Purchaser (not the Partnership)
for advisory services rendered in connection with the
Transaction.

Effects of Failure to Approve 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
should the Transaction not be consummated.

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
appraisal 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 $19,129,150 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.

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $18,927,890.
As a result of subsequent considerations presented by the
Operating General Partners the total of the valuations was
increased to $19,129,150, which is the amount allocated by the
Purchaser to the Assets in connection with the Transaction.
The considerations presented by the Operating General Partners
included clarification of certain lease provisions relating
to existing and new tenants and sub-tenants, as well as further
discussions relating to yield rates and market and renewal
rent parameters as a function of gross sales volumes for the
restaurant properties. The Operating General Partners have
reviewed and accept the final 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 $38,250 from the Partnership, plus out-of-pocket expenses,
and will be paid $12,900 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 a preliminary draft of
the valuation and concluded that the values of the
properties set forth therein were lower than expected. As a
result of subsequent considerations presented by the
Operating General Partners, the fair market value as set
forth in the Valuation was increased. 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 $575,000 to
$1,150,000 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 Partnership is approaching the end of the
seven to nine year holding period for the Assets 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 11.6 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 $118,448 and $150,726 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
$9.20 and $7.25, which represents transactions for 16,891
Units from December 1, 1995 through February 29, 1996. Over
the past 12 months, 48,208.06 Units were sold in private
transactions in the "secondary" market.

* Comparison of the per Unit price to be paid in connection
with the Transaction to current and historical market prices
of the Units indicates that the per Unit redemption price is
well within the range of such market prices.

* 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 $16,342,922 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 were 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. Mr. Froelich is not recommending the Transaction
because he believes 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 $ 50,300
Fairness Opinion and related expenses 12,900
Printing and mailing costs 12,000
Accounting 10,700
Title, survey and environmental reports 105,000
Proxy solicitation fees 15,000
Other, including filing fees 47,500

Total $253,400

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and
expenses $13,215 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
$45,600 of which $19,125 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 $32,130 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 $32,130 from the
Purchaser (not the Partnership) for advisory services rendered
in connection with the Transaction.

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
and Cezar M. Froelich 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 April 13, 1989 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
and industrial real properties subject to predominantly
triple-net leases. The Partnership raised a total of $21,307,600
through its offering to the public which commenced on October 30,
1989 and terminated on October 29, 1991, as well as an
additional $1,386,094 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 $422,622 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 14
properties as well as a 99% interest in a joint venture
which owns a Chili's restaurant and a 6.4% interest in a joint
venture which owns the land and building underlying a CompUSA
store. 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)
preservation and protection of capital; (ii) distribution
of current cash flow from the Partnership's cash flow
attributable to rental income; (iii) capital appreciation; (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 deferral of the taxation of cash
distributions for Taxable Class 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
1994. The Partnership did not acquire any properties in 1994,
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
III, 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 directors 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 each of the directors
and 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.

Description of the Assets

The Partnership currently owns 14 income-producing
properties as well as a 99% interest in a joint venture which
owns a Chili's restaurant and a 6.4% interest in a joint venture
that owns the land and building underlying a CompUSA store,
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
lease payments due the Partnership are current. With the
exception of the Chi-Chi's in Hickory, North Carolina (as
discussed in the following summary), 100% of the properties are
occupied and all properties were paid for in cash, without any
financing. The General Partners believe that all properties
are adequately insured. A description of each of the properties
owned by the Partnership follows.

Ponderosas:

Kissimmee, Florida

The property is located at 4042 West Vine Street. The
structure, built in 1980, is a one-story, 5,360 square foot
building constructed with wood trim over wood frame on an
approximately 60,000 square foot site.

Waukegan, Illinois

The property is located at 2915 Belvidere Road. The
structure, built in 1970 and renovated in 1986, is a one-story,
4,700 square foot building constructed with wood and painted
concrete block with wood trim over wood frame on an
approximately 49,300 square foot site.

Elmburst, Illinois

The property is located at 856 North York Road. The
structure, built in 2969, is a one-story, 4,700 square foot
building constructed with painted stucco and wood trim over wood
frame on an approximately 41,000 square foot site.

Dayton, Ohio

The property is located at 726 Miller Lane. The structure,
built in 1985 and renovated in 1986, is a one-story, 6,060
square foot building constructed with stucco over wood frame on
an approximately 116,800 square foot site. In August 1995,
Metromedia, the parent of Ponderosa, closed the Dayton, Ohio
restaurant and subsequently reopened it as a Bennigan's
restaurant in January 1996. Per the terms of the lease,
Metromedia continued to make all rent and certain occupancy
payments to the Partnership.

Kansas City, Missouri

The property is located at 7210 Northeast 43rd Street. The
structure, built in 1987, is a one-story, 5,400 square foot
building constructed with stucco over wood frame on an
approximately 61,420 square foot site.

Chi-Chi's:

Buffalo, New York

The property is located at the intersection of Nile Strip
and McKinley Parkway at the entrance to a regional mall.
The restaurant is situated on a 1.5 acre site and contains 7,270
square feet with a seating capacity of 280 people.

Hickory, North Carolina

The property is located at 2060 Highway 70 Southeast in
Hickory, adjacent to the Valley Hill Mall, a 625,000 square
foot regional shopping center. The property was built in 1990
and consists of a 5,678 square foot restaurant located on
an approximately 50,000 square foot land parcel.

During 1995, Chi-Chi's, the sub-tenant under the master
lease with Foodmaker, Inc. ("Foodmaker"), closed its Hickory,
North Carolina restaurant because it was not profitable. Under
the terms of the lease, Foodmaker, the master tenant and
guarantor, is continuing to pay rent for this property.
Chi-Chi's has undertaken to re-lease the closed restaurant. In
the second quarter of 1996, a sub-tenant executed a second
sub-lease with Chi-Chi's for the Hickory, North Carolina property
and is expected to commence operations in August 1996. Foodmaker
will continue to be the guarantor under terms of the
second sub-lease.

International House of Pancakes:

Denver, Colorado

This property consists of a 4,500 square foot building on
approximately one acre of land. The property is positioned
on an outparcel of a 350,000 square foot shopping mall located on
Highway 285, a major east/west traffic route in Denver.
The restaurant opened in March 1989.

Applebee's:

St. Charles, Missouri

This property consists of a 4,140 square foot building on a
66,516 square foot parcel of land. The building is a
square-shaped, one-story, wood-framed and brick-faced structure
which was completed in December 1990. The dining area
seated 159 patrons, but was expanded in 1992 to add another 38
seats at a cost to the Partnership of $79,974, and has a
U-shaped bar.

Sports Unlimited:

The following real properties are the only real properties
that constitutes 10% or more of the total assets or gross
revenues of the Partnership.

On September 17, 1991, the Partnership purchased from an
entity unaffiliated with the Partnership the land and
buildings underlying two Sports Unlimited sporting goods stores
(collectively, the "Stores") for $4,350,000, plus closing
costs. The Stores are located in Winter Park, Florida, a suburb
of Orlando, and Charlotte, North Carolina. The Partnership
owns each of the Stores on a fee simple basis. The Stores are
not subject to any material mortgages, liens or other
encumbrances. The Stores have been 100% occupied during the last
five years.

The Stores are leased to and operated by Sports and
Recreation, Inc. ("SRI") and SRI Holdings, Inc. (collectively,
the "Tenant"). The leases are for 20 years maturing in September
2011, with two ten-year renewal options. The 1995 annual rent
for the Winter Park, Florida Store is $297,161.76 and for the
Charlotte, North Carolina Store is $230,451.96. The base rent
will increase in the third lease year effective January 1, 1994,
the seventh lease year and every three years thereafter
in accordance with increases in the Consumer Price Index, not to
exceed 4% per annum. Pursuant to the triple-net lease,
the Tenant is responsible for all obligations and expenses
incident to the operation and maintenance of the Stores including
all taxes, insurance premiums and structural repairs. The
Tenant, based on the February 3, 1991 consolidated financial
statements, had sufficient net worth and, accordingly, the
General Partners determined that lease insurance, although not
presently available, would not be required for these
acquisitions. The average effective annual rental per square
foot for the Winter Park, Florida Store for each of the last five
years is $7.42, $7.53 and $7.04, for the years ended 1995, 1994
and 1993, respectively. The average effective annual rental per
square foot for the Charlotte, North Carolina Store for
each of the last five years is $9,86, $10.04 and $9.94, for the
years ended 1995, 1994 and 1993, respectively.

The Federal income tax basis of the Winter Park, Florida
Store is $1,104,293 and of the Charlotte, North Carolina Store
is $1,291,480. Depreciation is calculated on the straight line
method which varies between 31 years and 40 years (15 and
20 years for the improvements). Annual realty taxes for 1995
were $30,089.39 for the Winter Park, Florida Store and
$23,671.26 for the Charlotte, North Carolina Store.

Orlando, Florida

This property is located at 2075 Semoran Blvd. in Winter
Park, Florida, a suburb of Orlando, and consists of a 40,000
square foot building on 3.8 acres of land. The building is
single-story concrete construction with a flat, built-up
composition roof over metal decking supported by steel bar
joists. The building was completed in 1988.

Charlotte, North Carolina

This property is located at 7300 E. Independence Blvd and
consists of a 30,000 square foot building on 2.5 acres of
land. The building is single-story concrete construction
completed in 1987.

Chili's:

Midland, Texas

The Partnership owns a 99% interest in a joint venture, with
an affiliated public real estate limited partnership, that
acquired the Chili's property. This property is located at 4610
N. Garfield Street in Midland, Texas. The property
consists of a 6,213 square foot building situated on a 45,540
square foot site as an out-parcel at a shopping center complex
consisting of five buildings. The property is single-story
construction framed in a combination of steel, wood and brick.
The property was completed in 1984.

Steak n Shake:

Collinsville, Illinois

This property is located approximately 10 miles east of St.
Louis, Missouri. The property contains 3,560 square feet
on a 38,770 square foot parcel of land. The single-story
property was constructed in 1991.

Indianapolis, Indiana

This property is located at 1501 E. 86th Street on a corner
lot at the intersection of Westfield Boulevard and 86th
Street. The property contains 4,760 square feet on a 1.27 acre
site. The single-story property was constructed in 1974.

Indianapolis, Indiana

This property is located at 8460 N. Michigan Road as an
outparcel of a K-Mart anchored shopping center. The property
contains 3,860 square feet on a 0.918 acre site. The
single-story property was constructed in 1989.

CompUSA:

The Partnership owns a 6.4% interest in a joint venture,
with affiliated public real estate limited partnerships, that
acquired the land and building underlying a CompUSA store. The
CompUSA store is a 25,000 square foot single story building
located on a 105,919 square foot parcel in Duluth, Georgia, a
suburb of Atlanta, in the Gwinnett Place Mall Shopping area.
The single story building was completed in March 1993 utilizing a
frame of steel and concrete block.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $2,060,581, $2,007,702 and $1,973,921,
respectively, of which $1,756,847, $1,668,247 and $1,614,428,
respectively, represented net income of the Partnership. Cash
distributions to Limited Partners for the first quarter of 1996
were $517,874. 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 1994,
1995 or 1996 was a result of a sale of assets. 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 $0.2313 $0.2313 $0.2250 $0.2250 $0.2313

May 15 0.2313 0.2313 0.2250 0.2250 0.2313

August 15 0.2313 0.2250 0.2250 0.2250

November 15 0.2313 0.2313 0.2250 0.2250

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 6,450.000 $10.00 $10.00
June 30, 1994 3,204.087 $10.00 $10.00
September 30, 1994 2,249.256 --- ---
December 31, 1994 1,240.214 $10.00 $10.00

March 31, 1995 9,398.393 --- ---
June 30, 1995 --- $10.00 $10.00
September 30, 1995 200.000 --- ---
December 31, 1995 --- --- ---

March 31, 1996 4,031.000 $10.00 $10.00
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. Mr, Froelich has no 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.

SCHEDULE I

BRAUVIN INCOME PLUS L.P. III
(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 $ 2,249,447 $ 2,157,975 $ 2,121,744 $ 1,978,171 $ 1,120,686
Interest Income 22,397 27,246 6,086 49,654 286,350
Net Income 1,756,847 1,668,247 1,614,428 1,439,149 869,546
Net Income Per Unit (a) $ 0.78 $ 0.76 $ 0.73 $ 0.65 $ 0.50

Selected Balance Sheet Data:

Cash and Cash Equivalents $ 1,069,555 $ 925,719 $ 579,340 $ 380,001 $ 4,122,377
Land, Buildings and Improvements 18,308,792 18,308,792 18,308,792 18,308,792 14,462,299
Total Assets 17,780,591 18,027,140 18,066,905 18,075,034 18,402,008
Cash Distributions to General Partners 44,237 5,500 --- --- ---
Cash Distributions to Limited Partners (b) 2,060,581 2,007,702 1,973,921 1,958,231 1,345,657
Cash Distributions to Limited Partners
Per Unit (a) $ 0.93 $ 0.91 $ 0.91 $ 0.91 $ 0.79
Book Value Per Unit (a) $ 7.77 $ 7.92 $ 8.08 $ 8.25 $ 8.51
<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 $17,867, $19,933, $17,705, $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 INCOME PLUS L.P. III
(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 $ 546,007 $ 536,818

Interest Income $ 9,814 $ 10,195

Net Income $ 400,014 $ 411,690

Net Income Per Unit (a) $ 0.18 $ 0.18

Selected Balance Sheet Data:

Cash and Cash Equivalents $ 1,023,482 $ 820,853

Land, Buildings and
Improvements $18,308,792 $18,308,792

Investment in Brauvin
Gwinnett County Venture $ 153,230 $ 155,048

Total Assets $17,651,005 $17,810,754

Cash Distributions to General
Partners $ 10,553 $ 13,000

Cash Distributions to
Limited Partners $ 517,874 $ 512,617

Cash Distributions to Interest
Holders Per Unit (a) $ 0.23 $ 0.23

Book Value Per Unit (a) $ 7.72 $ 7.87

____________________________________

(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 Income Plus L.P.
III 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 Income Plus L.P. III
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
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 . . . . . . . . . . . . . . . . . . 11

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 12
The Merger Agreement. . . . . . . . . . . . . . . . . . . 12
Representations and Warranties of the Parties . . . . . . 13
Additional Agreements . . . . . . . . . . . . . . . . . . 14
Conditions to Closing the Transaction . . . . . . . . . . 15
Determination of Redemption Price . . . . . . . . . . . . 18
Termination of the Merger Agreement . . . . . . . . . . . 18
Amendment of the Merger Agreement . . . . . . . . . . . . 19
Amendment of Partnership Agreement. . . . . . . . . . . . 20
Related Transactions. . . . . . . . . . . . . . . . . . . 20

INCOME TAX CONSEQUENCES OF THE TRANSACTION . . . . . . . . . . 21
Certain Federal Income Tax Consequences . . . . . . . . . 21

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . 24
Purpose of and Reasons for the Transaction. . . . . . . . 24
Alternatives to the Transaction . . . . . . . . . . . . . 29
Effects of the Transaction. . . . . . . . . . . . . . . . 31
Valuation of the Assets; Fairness Opinion . . . . . . . . 32
Recommendations of the General Partners . . . . . . . . . 37
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 41
Costs Associated with the Transaction . . . . . . . . . . 41

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 . . . . . . . . . . . . . . . . . . . . . . 51
Ownership of Units. . . . . . . . . . . . . . . . . . . . 52
Market for the Units. . . . . . . . . . . . . . . . . . . 52
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 53
Independent Certified Public Accountants. . . . . . . . . 53
Available Information . . . . . . . . . . . . . . . . . . 53

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 54

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 55

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 55

ANNEX I - VALUATION

ANNEX II - FAIRNESS OPINION

<PAGE>
<TABLE>
BRAUVIN INCOME PLUS L.P. III - ANNEX I

</TABLE>
<PAGE>
<TABLE>
BRAUVIN INCOME PLUS L.P. III - 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 III, Inc.
Corporate General Partner
Brauvin Income Plus L.P. III
150 South Wacker Drive, Suite 3200
Chicago, IL 60606

Dear Mr. Brault:

The Herman Group, Inc. ("Herman") is pleased to provide
Brauvin Realty Advisors III, 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 Income Plus L.P. III,
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 INCOME PLUS L.P. III

By: Brauvin Realty Advisors III, 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.