BRAUVIN CORPORATE LEASE PROGRAM IV L P, PRE13E3, 1996-07-23

BRAUVIN CORPORATE LEASE PROGRAM IV L P
PRE13E3, 1996-07-23
REAL ESTATE

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<PAGE>
Schedule 13E-3

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

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

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

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(Name of the Issuer)

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(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
$12,489,100 $2,497.82

Based upon the aggregate cash to be paid for the
Registrant's assets ($12,489,100) which are the subject
of this Schedule 13E-3, the Registrant is paying a filing
fee of $2,497.82 (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: $2,497.82

Form of Registration: Schedule 14A

Filing Party: Brauvin Corporate Lease Program IV L.P.

Date Filed: May 29, 1996

<PAGE>
INTRODUCTION

This Rule 13E-3 Transaction Statement (the "Statement") is
being filed by Brauvin Corporate Lease Program IV L.P., a
Delaware limited partnership (the "Partnership") with respect to its units
of limited partnership interest (the "Units"). This Statement
relates to the proposed sale (the "Sale") of substantially all of
the Partnership's assets to Brauvin Real Estate Funds L.L.C., a
Delaware limited liability company (the "Purchaser") pursuant to
an Agreement for Purchase and Sale of Assets dated as of June 14,
1996 (the "Acquisition 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 IV, 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 Sale. If the Sale is approved by the beneficial
owners of the Units (the "Limited Partners") holding a majority
of the Units at the special meeting of Limited Partners and certain
other conditions are met, the Purchaser will acquire the
Partnership's interests in the properties of the Partnership, the
Limited Partners will receive liquidating distributions from the
proceeds of the Sale and the Partnership will be liquidated and
dissolved in accordance with the terms of its Restated Limited
Partnership Agreement, as amended.

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 Limited Partners"

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) . . . . . . "Special Factors - Purpose
of and Reasons for the
Transaction - Prospects of
the Partnership"

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
Limited Partners --
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
Corporate Lease Program IV
L.P.

(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 Corporate Lease
Program IV L.P., 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 Corporate Lease
Program IV L.P., 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 Limited Partners" 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) The information set forth under the caption "Special
Factors - Purpose of and Reasons for the Transaction - Prospects
of the Partnership" of the Proxy Statement is incorporated herein by
reference.

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 by reference.

(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 caption "Selected
Financial Data" and "Incorporation by Referenc" 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 limited partners 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 Limited Partners -- 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 Corporate Lease Program IV L.P.

(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 14

17(d) Proxy Statement of Brauvin
Corporate Lease Program IV L.P. 15

17(f) The Herman Group, Inc.
Engagement Letter 80

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 CORPORATE LEASE PROGRAM
IV L.P.

By: Brauvin Realty Advisers
IV 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: June 19, 1996

<PAGE>
Exhibit 17(b)(i)

Valuation of Cushman & Wakefield

<TABLE>
Brauvin Corporate Lease Program IV

<CAPTION>
UNIT PROPERTY PROPERTY FOOT STREET
NO. TYPE NAME NOTES CITY ADDRESS ST.
<S> <C> <C> <C> <C> <C> <C>
21 RETAIL PAYLESS SHOESOURCE BLAINE 439 PEACE PORTAL DRIVE WA
7 RETAIL COMPUSA (11) DULUTH 3825 VENTURE DRIVE GA
18 SIT-DOWN EAST SIDE MARIO'S COPLEY 85 WEST MONTROSE AVENUE OH
14 SIT-DOWN STEAK 'N SHAKE PEERLESS PARK 76 SOUTH HIGHWAY DRIVE MO
13 RETAIL BLOCKBUSTER VIDEO EAGAN 2075 CLIFF ROAD MN
5 RETAIL WALDEN BOOKS MIAMI 11190 KENDAL DRIVE FL
6 SIT-DOWN MRS WINNER'S OAKWOOD 3465 MUNDY MILL ROAD GA
710 DAY-CARE CHILDREN'S WORLD (3) ARLINGTON 1235 WEST SUBLETT ROAD TX
22 SIT-DOWN SHOWBIZ ASHWAUBENSON 1273 LOMBARDI ACCESS ROAD WI
10 RETAIL SOFRO FABRICS JOLIET 2900 COLORADO AVENUE IL
17 SIT-DOWN SHOWBIZ SPRINGFIELD 2345 VALLEY LOOP ROAD OH
</TABLE>
<PAGE>
<TABLE>
Brauvin Corporate Lease Program IV

<CAPTION>
UNIT PROPERTY PROPERTY FOOT BLG. LAND YEAR CUSHMAN AND WAKEFIELD VALUATION INDICATORS
NO. TYPE NAME NOTES SF SF BUILT C&W VALUE YR 1 $NOI OAR IRR OUT-OAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21 RETAIL PAYLESS SHOESOURCE 10,900 16,950 1955 $1,280,000 $162,161 12.67% 11.00% 11.00%
7 RETAIL COMPUSA (11) 26,150 105,919 1992 $2,050,000 $228,603 11.15% 12.00% 11.00%
18 SIT-DOWN EAST SIDE MARIO'S 6,240 76,783 1993 $1,480,000 $150,170 10.15% 12.25% 11.50%
14 SIT-DOWN STEAK 'N SHAKE 3,722 39,900 1990 $1,150,000 $122,479 10.65% 12.25% 11.50%
13 RETAIL BLOCKBUSTER VIDEO 7,028 37,364 1993 $ 940,000 $100,908 10.73% 12.00% 11.00%
5 RETAIL WALDEN BOOKS 8,477 32,344 1987 $1,380,000 $157,848 11.44% 12.00% 11.00%
6 SIT-DOWN MRS WINNER'S 2,436 25,700 1983 $ 780,000 $ 79,726 10.22% 12.25% 11.50%
710 DAY-CARE CHILDREN'S WORLD (3) 4,950 27,207 1984 $ 470,000 $ 46,800 9.96% 11.25% 11.50%
22 SIT-DOWN SHOWBIZ 10,172 85,063 1983 $1,080,000 $130,932 12.12% 12.50% 11.50%
10 RETAIL SOFRO FABRICS 20,000 79,192 1993 $1,570,000 $(38,800) (2.47)% 12.50% 11.50%
17 SIT-DOWN SHOWBIZ 10,183 120,618 1983 $ 920,000 $112,534 12.23% 12.50% 11.50%

<FN>
<F1>
FOOTNOTES:
(1) CURRENTLY BEING REMODELED FOR A CHINESE RESTAURANT.
(4) ON HOLD UNTIL FURTHER NOTICE.
(5) WAS A PONDEROSA. CURRENTLY CLOSED.
(6) SUBLEASED BY PONDEROSA.
(7) SUBLEASED BY PONDEROSA.
(8) SUBLEASED
(11) BRAUVIN HIGH-YIELD FUND L.P. OWNS 23.5%, BRAUVIN INCOME
PLUS III L.P. OWNS 6.3% AND BRAUVIN CORPORATE LEASE PROGRAM IV L.P. OWNS 70.2%.
</FN>
</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 CORPORATE LEASE PROGRAM IV L.P.
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 limited partners (the
"Limited Partners") of Brauvin Corporate Lease Program IV L.P., 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 sale (the "Sale"), for $12,489,100 in cash, which
is $7.65 per Unit (as hereinafter defined), of substantially all of
the Partnership's properties (the "Assets"). The purchase price
is the fair market value of the Assets as determined by an
independent appraiser. The purchaser of the Assets is 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 Sale will result
in a transfer of the Partnership's assets to an affiliate of these
general partners of the Partnership, by approving the Sale, 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 Sale shall be referred to herein as
the "Transaction"). The terms of the Sale are set forth in an
Agreement for Purchase and Sale of Assets dated June 14, 1996 by
and between the Purchaser and the Partnership (the "Acquisition
Agreement"). If the Transaction is approved and certain other
conditions met, the Partnership will be liquidated and dissolved
(the "Liquidation") and the Limited Partners who entered the
Partnership as Class A Investors (those who are tax-exempt or
seeking passive income to offset passive losses) (the

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.

"Class A Limited Partners") will receive a liquidating
distribution of approximately $6.95 to $7.50 per Unit in cash based
upon the time such Class A Limited Partners invested in the Partnership
and the Limited Partners who entered the Partnership as Class B
Investors (those not in need of passive income) (the "Class B
Limited Partners") will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash based upon the time
such Class B Limited Partners invested in the Partnership. The
actual liquidating distribution will be based upon the cash
proceeds from the Sale, plus all remaining cash of the
Partnership (including earnings through July 31, 1996) after paying or
providing for payment of the Partnership's actual costs incurred
and accrued through the effective time of the Sale (the
"Effective Time"), including reasonable reserves in connection with: (i)
the proxy solicitation; (ii) the Sale (as detailed in the Acquisition
Agreement); and (iii) winding up of the Partnership, including
preparation of the final audit, tax return and K-1s
(collectively, the "Transaction Costs") and all other outstanding
Partnership liabilities. The general partners of the Partnership (the
"General Partners") will not receive any fees from the Partnership in
connection with the Transaction and will receive only a de minimis
liquidating distribution of less than $17,000 in the aggregate,
in accordance with the terms of the Partnership Agreement. The
Transaction is subject to certain additional 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 his son, James L. Brault, an executive
officer of Brauvin Realty Advisors IV, Inc., the Corporate
General Partner of the Partnership (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 issued and outstanding units (in excess of 50%)
of limited partnership interest of the Partnership (each, a "Unit"
and collectively, the "Units") is necessary to approve the
Transaction. The approval of the General Partners is not required 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 the Transaction cannot be approved. Neither Delaware
law nor the Partnership's Restated Limited Partnership Agreement,
as amended (the "Partnership Agreement") provide the Limited
Partners not voting in favor of the Transaction 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 1,632,510.487
Units, held of record by 885 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. 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
August 7, 1991. The Partnership's Commission file number is
0-21536. 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

The Sale

Pursuant to the terms of the Acquisition Agreement, the
Partnership proposes to sell substantially all of the Assets to
the Purchaser for a purchase price of $12,489,100 in cash, which is
$7.65 per Unit. This price is the fair market value of the
Assets, as of April 1, 1996 as determined by an independent appraiser and
the Partnership has also received an opinion from such entity
that the transaction is fair to the Limited Partners from a financial
point of view. See "Terms of the Transaction - The Acquisition
Agreement."

Dissolution and Liquidation

If the Transaction is approved and the Sale consummated,
the Partnership will have sold the Assets and, pursuant to the terms
of the Partnership Agreement, will be liquidated and dissolved.
Promptly thereafter, each Class A Limited Partner will receive a
liquidating distribution of approximately $6.95 to $7.50 per Unit
in cash and each Class B Limited Partner will receive a
liquidating distribution of approximately $8.44 to $8.73 per Unit in cash,
based upon the time such Limited Partners invested in the
Partnership. The actual liquidating distribution will be based
upon cash proceeds from the Sale, plus all remaining cash of the
Partnership (excluding earnings after July 31, 1996) after paying
or providing for payment of the Transaction Costs and other
outstanding Partnership liabilities. See "Terms of the
Transaction - Dissolution and Liquidation of the Partnership" and
"Terms of the Transaction - Determination of Cash Available for
Distribution." The General Partners will not receive any fees from the
Partnership in connection with the Transaction and will receive only a de
minimis liquidating distribution of less than $17,000 in the
aggregate, in accordance with the terms of the Partnership
Agreement. The Transaction is subject to certain additional
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 Acquisition Agreement,"
"Terms of the Transaction - Determination of Cash Available for
Distribution" 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."

The Special Meeting; Vote Required

A Special Meeting of the Limited Partners will be held on
August __, 1996, to consider and vote upon the Transaction. It
is a condition to the closing of the Sale that the Limited Partners
holding a majority of the Units (in excess of 50%) approve the
Transaction. The Partnership is soliciting proxies from the
Limited Partners to be used at the Special Meeting and any
adjournments thereof. The approval of the General Partners is
not required to approve the Transaction. 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 to the Purchaser in return for cash
proceeds which, upon Liquidation will be distributed to the Limited
Partners. The sale of the Assets to the Purchaser will result in
the Partnership receiving the fair market value for the Assets
from a buyer that has the ability to quickly consummate the
Transaction and is willing to purchase all of the Assets on an all
cash, "as is" basis. This structure allows the Limited Partners to
receive a cash distribution of the fair market value of the Assets, that
can be invested in alternative investments. See "Special Factors
- - Purpose of and Reasons for the Transaction."

Effects of the Transaction

If the Transaction is approved and the remaining conditions
to the Sale met or waived, the Assets of the Partnership will be
sold to the Purchaser, the Partnership will receive the purchase
price of $12,489,100 for the Assets, the Partnership will pay the
Transaction Costs and will pay or make provisions for the payment
of all other Partnership liabilities and the Partnership will be
liquidated and dissolved. Promptly thereafter, each Class A
Limited Partner will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit in cash and each Class B
Limited Partner will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash, based upon the
time such Limited Partners invested in the Partnership. At the time
of investing, Class A Limited Partners acknowledged that they were
subject to certain risks, including receipt of smaller cash
distributions on the liquidation of the Partnership and/or the
sale of the Assets if there were a loss on the sale of the properties.
See "Accounting Issues and Income Tax Consequences of the
Transaction -- Income Tax Consequences of the Transaction --
Differing Tax Treatment of the Limited Partners." 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 fees from the
Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000
in the aggregate in accordance with the terms of the Partnership
Agreement. In addition, the Braults have a minority ownership
interest in the Purchaser which will own the Assets following the
consummation of the Transaction. Furthermore, 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 $21,870 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
$11,851,220. The Operating General Partners reviewed the initial
valuation and concluded that the values of the Assets set forth
therein were lower than expected. As a result of subsequent
considerations presented by the Operating General Partners, the
valuation was increased to $12,489,100, which is the total cash
consideration to be paid by the Purchaser in connection with the
Sale. 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.
The recommendation of the Operating General Partners is, 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 purchase price; (ii) the structure of the Sale as an all cash,
"as is" sale of all of the Assets, 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 $375,000 to
$750,000 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 Transaction will be effected with minimal
representations and warranties by the Partnership, thereby eliminating
the need to escrow funds; (vii) the flexibility granted to the Operating
General Partners in the Acquisition Agreement to pursue
subsequent offers that can produce a better return to the Limited
Partners; (viii) the fact that a majority in interest of the Limited
Partners (in excess of 50%) is required to approve the Transaction; (ix)
the average lease term of the Assets and other risks associated with
continuing to own the Assets; (x) the high cost of operating a
publicly-held entity; (xi) the lack of an established trading
market for the Units; (xii) the comparison of the per Unit
purchase price to current and historical market prices; (xiii) the
expressed desire of certain Limited Partners to have their investment in
the Partnership liquidated; and (xiv) 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 purchase 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.

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 the General
Partners will receive a de minimis liquidating distribution of
less than $17,000 in the aggregate in connection with the liquidation
and dissolution of the Partnership; (iii) 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 $21,870 from the Purchaser (not the Partnership) for
advisory services rendered in connection with the Transaction;
and (iv) 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. 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 _:00 a.m., local time, to consider and vote upon the
Transaction. 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 1,632,510.487 Units outstanding and entitled to vote,
held of record by 885 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) 999-9323 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 should mark
the "FOR" box 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 a vote "FOR" the
Transaction. By consenting to the Transaction, 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.

AS THE CONSENT OF THE LIMITED PARTNERS HOLDING A MAJORITY
IN INTEREST OF THE OUTSTANDING UNITS IS NECESSARY TO CONSUMMATE THE
PROPOSED TRANSACTION, 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.

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.

Vote Required

Pursuant to the terms of the Partnership Agreement, the
vote of the Limited Partners owning a majority of the Units (in excess
of 50%) is necessary to approve the Transaction. 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 certain other conditions
are met, the Sale will be consummated, the Partnership will be
liquidated and dissolved and the proceeds of the Sale, together
with all remaining cash of the Partnership, after payment of the
Transaction Costs and other Partnership liabilities, will be
distributed to the Limited Partners in accordance with the
Partnership Agreement. A consent to the Transaction, therefore,
includes a consent to both the Sale and the Liquidation.

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 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 Acquisition Agreement

The Partnership and the Purchaser entered into the
Acquisition Agreement as of June 14, 1996, pursuant to which the
Partnership has agreed to sell and the Purchaser has agreed to
purchase the Assets on the terms and subject to the conditions
set forth therein. The summary of the Acquisition Agreement which is
set forth below is qualified in its entirety by reference to the
complete form of Acquisition 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 Acquisition Agreement shall also
be sent to any Limited Partner or duly designated representative
thereof, at such Limited Partner's expense, upon request of such
Limited Partner.

Pursuant to the terms of the Acquisition Agreement, the
Purchaser proposes to purchase the Assets for $12,489,100 in
cash, which is equal to $7.65 per Unit. The purchase price is equal
to the fair market value of the Assets as determined by an
independent appraiser. See "Special Factors - Valuation of the Assets;
Fairness Opinion." The Acquisition Agreement also provides that
the Purchaser will acquire all earnings of the Partnership that
accrue after July 31, 1996. The Purchaser has not and is not
expected to pay any earnest money in connection with the Sale.
If the Closing Conditions (as hereinafter defined) are met, the Sale
is subject to close on or before September 15, 1996. Should the
Transaction not be consummated by September 15, 1996, the
financing to consummate the Sale 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 Acquisition 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 Transaction;
(ii) it has the requisite power and authority to enter into the
Acquisition Agreement and perform its obligations thereunder; and
(iii) all government approvals and notices which are required for
it to effect the Transaction 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 Acquisition 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
1,632,510.487 issued and outstanding Units; (iv) it has the
requisite power and authority to enter into the Acquisition
Agreement, subject to the approval of the Limited Partners;
(v) except as otherwise disclosed, entering into the Acquisition
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 of the
Partnership 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 Acquisition 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 Acquisition 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 the Assets or rights of the Partnership and to the Partnership's
knowledge, no 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
real property held directly or indirectly by the Partnership
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 the Transaction and to hold
a meeting of the Limited Partners as soon as practicable
thereafter.

The Operating General Partners have agreed that, if
required pursuant to their fiduciary obligation, they will respond to any
unsolicited inquiry, contract or proposal made by a third party
to the Partnership (an "Alternative Proposal"), and nothing in the
Acquisition 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 Acquisition 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 the facts and circumstances that were
valid at the time of such response, negotiation or other matters.
In the event the Acquisition Agreement is terminated due to the
consummation of an Alternative Proposal, Purchaser shall be
entitled to a fee equal to 1% of the fair market value of the
Assets.

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, as such term is defined in the Acquisition
Agreement, 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 Acquisition Agreement on or prior to
the Effective Time; (ii) the representations and warranties of the
Purchaser set forth in the Acquisition 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 purchase 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
Acquisition Agreement on or prior to the Effective Time; (ii) the
Purchaser shall have received certificates of the Partnership,
dated the Closing Date, signed by the Operating General Partners to
the effect that the conditions specified in section (i) have been
fulfilled; (iii) 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 Acquisition 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); (iv) 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; (v) 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; (vi) receipt by the Purchaser of debt and equity financing
which in its sole judgement is satisfactory; (vii) the Partnership
shall not have undergone a material adverse change in its condition
or its ability to perform its obligations under the Acquisition
Agreement; (viii) 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 Acquisition
Agreement, has not revealed that proceeding with the Transaction
would be inadvisable or contrary to the Purchaser's best interests;
(ix) the Partnership shall not have made a distribution of earnings
with respect to any Units from June 14, 1996 through the Effective
Time; (x) 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 Acquisition
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; (xi) 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;
(xii) 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)) with
respect to each Asset (or an endorsement of existing policies in
favor of the Purchaser), insuring the Purchaser and its lenders 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 acceptable to the Purchaser, 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; (xiii) 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, and showing no encroachments onto each Asset. 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 (xii) above to issue same with full extended
coverage; and (xiv) the Partnership shall have delivered to the
Purchaser such further information, documents and instruments as
the Purchaser shall reasonably require.

Dissolution and Liquidation of the Partnership

If the Transaction is approved and the Sale consummated, the
Partnership will have sold substantially all of its assets and,
pursuant to the terms of the Partnership Agreement, will be
liquidated and dissolved. Promptly thereafter each Class A Limited
Partner will receive a liquidating distribution of approximately
$6.95 to $7.50 per Unit in cash and each Class B Limited Partner
will receive a liquidating distribution of approximately $8.44 to
$8.73 per Unit in cash . Prior to payment of this liquidating
distribution, all Transaction Costs will be paid and all other
Partnership liabilities will be satisfied. The actual amount of
the liquidating distribution to be paid to the Limited Partners
will be calculated as set forth below under "Determination of Cash
Available for Distribution." The General Partners will not receive
any fees in connection with the Transaction and will receive only
a de minimis liquidating distribution of less than $17,000 in the
aggregate, in accordance with the terms of the Partnership
Agreement. In addition, it is estimated that, for income tax
purposes, each Class A Limited Partner will be allocated
approximately $.45 to $.48 of loss per Unit in 1996 and each
Class B Limited Partner will be allocated approximately $.56 to
$.54 of loss per Unit in 1996, based upon the time such Limited
Partner invested in the Partnership. These losses are subject to
special treatment which may vary according to each Limited
Partner's tax situation. Each Limited Partner will recognize
capital gains or losses upon the sale of the Assets. For a further
discussion of the assumptions underlying the estimated distribution
per Unit, see "Terms of the Transaction - Determination of Cash
Available for Distribution" and "Accounting Issues and Income Tax
Consequences of the Transaction."

Distributions of cash to the Limited Partners are anticipated
within 30 days of the consummation of the Transaction. There can
be no assurance that such distributions will take place on this
schedule as circumstances beyond the control of the Partnership
could affect the timing, as well as the amount, of distributions to
the Limited Partners. The Corporate General Partner intends to
complete the liquidation and winding up of the Partnership no later
than December 31, 1996.

Determination of Cash Available for Distribution

The purchase price to be paid by the Purchaser for the Assets
is $12,489,100, which is equal to the fair market value of the
Assets as determined by Cushman & Wakefield, an independent
appraiser. As of June 19, 1996, cash on hand was $609,800. The
Operating General Partners have estimated that net earnings from
June 19, 1996 to July 31, 1996 will be approximately $88,000. The
Operating General Partners have also estimated that the Transaction
Costs will be $172,600, of which $9,718 have been paid by the
Partnership to date and estimated wind-up costs and other
liabilities will be $60,800 as of the consummation of the
Transaction. Therefore, the Operating General Partners believe the
estimated distribution per Unit to be as follows:

Appraised value of Assets $12,489,100

Cash on hand as of June 19, 1996 609,800

Estimated earnings through July 31, 1996 88,000

Available cash $697,800

Estimated Transaction Costs (172,600)

Estimated Partnership wind-up cost
and other liabilities ( 60,800)

Rally's Reserve ( 10,000)

Estimated cash available for
distribution $12,943,500

Based on the number of issued Units, the estimated cash
available for distribution is the equivalent of $7.93 per Unit.
However, pursuant to Section V of the Partnership Agreement, cash
will be distributed to the Limited Partners in accordance with
their positive capital accounts, after allocation of gains and
losses from the operations of the Partnership and the sale of its
assets.

The cash available for distribution will be adjusted for
changes occurring subsequent to June 19, 1996, in the items set
forth above. The General Partners will not receive any fees from
the Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000 in
the aggregate, in accordance with the terms of the Partnership
Agreement. The Transaction is subject to certain additional
conflicts of interest, including the fact that the Braults have a
minority ownership interest in the Purchaser. See "Conflicts of
Interest."

Termination of the Acquisition Agreement

The Acquisition 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 Partners'
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 Acquisition 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
Acquisition Agreement to perform in all material respects each of
its obligations under the Acquisition Agreement required to be
performed by it prior to the Effective Time; (iv) by either the
Purchaser or the Partnership, if Limited Partners' 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 Acquisition 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
Acquisition Agreement; (viii) by the Partnership, if the Purchaser
fails to perform in all material respects its obligations under the
Acquisition 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
Acquisition 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 Acquisition Agreement is terminated due to the
confirmation of an Alternative Proposal, Purchaser shall be
entitled to a fee equal to 1% of the fair market value of the
Assets.

Amendment of the Acquisition Agreement

The Acquisition 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 Partners' approval of
the Transaction has been obtained, no amendment may be made which
effects any change which would adversely affect the Limited
Partners without further Limited Partners' approval.

Amendment of Partnership Agreement

The Partnership Agreement provides in Section P,
paragraph 2(e), that the Partnership shall not sell or lease
property to the General Partners or any "Affiliate" of the General
Partners. As used therein, the Purchaser would be considered an
"Affiliate" of the General Partners. Therefore, an approval of the
Transaction by the Limited Partners holding a majority of the Units
will result in the amendment of the Partnership Agreement to permit
a sale of the Assets to the Purchaser. Section Y, paragraph 8 of
the Partnership Agreement provides that the Limited Partners owning
a majority of the Units may amend the Partnership Agreement and
Section Q, paragraph 6 further provides that the Limited Partners
owning a majority of the Units may approve or disapprove the sale
of all or substantially all of the Partnership's assets without the
necessity for concurrence by the General Partners. As a result,
the vote of the General Partners is not required to approve the
Transaction or the amendment and the Transaction and therefore the
amendment will be approved upon receipt of approval of the Limited
Partners holding a majority of the Units.

Related Transactions

In addition to the offer to purchase the Assets of the
Partnership, the Purchaser has proposed a series of mergers (the
"Affiliated Transactions") with Brauvin High Yield Fund L.P.,
Brauvin High Yield Fund L.P. II and Brauvin Income Plus L.P. III,
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. In one instance, the
Partnership is a joint venture partner with certain of the
Affiliated Limited Partnerships, which joint venture owns one
property subject to a triple-net lease. 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.

ACCOUNTING ISSUES AND
INCOME TAX CONSEQUENCES OF THE TRANSACTION

Accounting Issues

If the Transaction is approved and the remaining conditions
to the Sale met or waived, the Partnership will: (i) receive from
the Purchaser the purchase price of $12,489,100 in exchange for
the Assets; (ii) pay all of the Transaction Costs; (iii) pay or make
provisions for the payment of all other Partnership liabilities,
including the Rally's litigation, as described below; and
(iv) distribute to the Limited Partners remaining cash from the
sale of the Assets, plus cash on hand (including earnings through
July 31, 1996) by way of a liquidating distribution. In
determining cash available for distribution, the Partnership
intends to take a reserve in the amount of $10,000 in connection
with the Rally's litigation. See "Certain Information About the
Partnership, Its General Partners and Their Affiliates - Legal
Proceedings."

The Partnership will prepare financial statements in
accordance with generally accepted accounting principles as of
the closing date of the Transaction and will engage its auditors to
audit the financial statements. The difference between the
carrying value of the Assets and the cash received therefor will be
recognized as a gain or loss, as applicable. A final distribution
is contemplated to occur within 30 days of the consummation of the
Transaction.

Income Tax Consequences of the Transaction

Upon the sale of each Asset, the Partnership will recognize
a loss for federal income tax purposes equal to the difference
between the consideration received for such Asset and the adjusted
tax basis thereof. The Partnership shall allocate such losses to
the Partners in accordance with the provisions of the Partnership
Agreement. The Partnership will allocate to each Partner Net
Profit or Net Loss from the Partnership's operations prior to any
sale authorized hereunder.

Method for Determining Amount of Net Loss

Based on the purchase price set forth above, a Limited
Partner who acquired its Units in the Partnership's initial
offering will be allocated Net Losses from the Sale based on the
ratio of its capital account in comparison to all capital
accounts.

A transferee of Units (a "Transferee") will be allocated
losses from the Sale equal to the amount that the transferor
Limited Partner would have been allocated under the formula set
forth above, regardless of the amount the Transferee paid for its
Units. If the amount such Transferee is allocated differs from the
amount he or she would have received if it had acquired its Units
directly from the Partnership, such Transferee will recognize on
its income tax return the amount of such difference as: (i) a
capital gain, if the amount of loss allocated exceeds the amount it
would have been allocated; or (ii) a capital loss, if the amount of
loss allocated is less than the amount it would have been allocated.

Character of Loss

Of the losses allocated to each Partner, a portion will be
characterized as long-term losses from the sale or exchange of
capital assets ("Capital Losses"), while the remainder will be
characterized as losses from the sale of property used in a trade
or business ("Section 1231 Losses"). Each Limited Partner will
include the amount of its Capital Losses on its income tax return
with all other capital gains and losses. Each Limited Partner may
use its share of the Capital Losses to offset long-term or
short-term capital gains from any source plus, in the case of
non-corporate taxpayers, ordinary income of up to $3,000 per year.
Any Capital Losses not used in the year of sale will carry forward
to future years to offset capital gains in such future years plus
up to $3,000 of ordinary income per year, until fully utilized.
Section 1231 Losses are aggregated with all long-term capital gains
and losses for any year, and if such Section 1231 Losses exceed the
capital gains, all losses are treated as ordinary losses, which are
not subject to the deductibility limits ordinarily imposed on
Capital Losses. A Limited Partner that recognizes Section 1231
Gains in the five tax years following the year of sale may be
required to treat such gain as ordinary income, rather than capital
gain, to the extent of the Section 1231 Losses from the Partnership
treated as an ordinary loss. Therefore, the deductibility of both
Capital Losses and Section 1231 Losses will depend on each Limited
Partner's particular income tax situation for the year of sale and
for future years.

Passive Loss Rules

Generally, the Class B Limited Partners have been allocated
losses in recent years which were subject to the "passive loss"
limitation rules, which, subject to various phase-in rules, allowed
these Limited Partners to deduct passive losses only against
passive income (if any) from the Partnership or other sources. Any
unused passive losses were suspended and carried forward for use in
future years or at the time of a complete disposition of a Class B
Limited Partner's entire interest in the passive activity. The
sale of the Partnership's assets and its liquidation constitutes a
complete disposition of each Class B Limited Partner's interest in
the Partnership and the Partnership's passive activities and,
therefore, each Class B Limited Partners' suspended loss (other
than Capital Losses) can be fully used at this time to offset all
forms of income. Although the Capital Losses and Section 1231
Losses constitute passive losses, they also can be used to offset
all forms of income or gain, subject to the Capital Loss limitation
rules discussed above.

Differing Tax Treatment of the Limited Partners

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

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

SPECIAL FACTORS

Purpose of and Reasons for the Transaction

The principal purpose of the Transaction is to cause the
transfer of the Assets to the Purchaser in return for cash proceeds
which, upon Liquidation, will be distributed to the Limited
Partners. Promptly upon consummation of the Transaction, the
Class A Limited Partners will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit in cash and the Class B
Limited Partners will receive a liquidating distribution of
approximately $8.44 to $8.73 per Unit in cash, based upon the time
such Limited Partners invested in the Partnership.

Background and Operational History of the Partnership

The Partnership is a Delaware limited partnership organized
on August 7, 1991 to raise funds from investors to acquire income-
producing retail and other commercial properties predominantly
all of which were subject to triple-net leases. The Partnership
completed its public offering on December 11, 1993 and raised a
total of $16,008,310. As of December 31, 1995, the Partnership had
also raised an additional $394,118 through its distribution
reinvestment plan. As of the date hereof, the Partnership owns the
land and buildings underlying ten properties as well as a majority
interest in a joint venture which 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." Prior to January 1996, all of the
properties of the Partnership were under lease. In January 1996,
the property located in Joliet, Illinois, previously leased to
SoFro Fabrics, Inc. and guaranteed by its parent company, House of
Fabrics, Inc., was vacated in connection with House of Fabrics,
Inc.'s bankruptcy filing. Although the Partnership has engaged a
national brokerage firm to assist in re-leasing this property, the
property remains vacant to date.

Cash distributions to Limited Partners for 1995, 1994 and
1993 were $1,296,726, $1,244,736 and $495,847, respectively. As a
result of the termination of the lease on the Joliet, Illinois
property, the Partnership recently reduced the quarterly
distribution payment by one-half percent. 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 last of a series of affiliated limited
partnerships formed to acquire similar properties. The
Partnership's Prospectus dated December 12, 1991 (the "Prospectus")
states that the anticipated holding period for the Partnership's
properties is no more than seven to nine years. However, because
the Affiliated Limited Partnerships were formed prior to the
Partnership, the properties acquired by the Affiliated Limited
Partnerships are either at the beginning or 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 Affiliated
Limited Partnerships and therefore also considered the liquidation
of the properties held by the Partnership.

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, as well as such value to
the limited partner investors in the Affiliated Limited
Partnerships, the Operating General Partners approached several
investment banking firms regarding various strategies and
alternatives available to the Partnership and the Affiliated
Limited Partnerships, including the liquidation of the Assets and
the assets of the Affiliated Limited Partnerships and return the
proceeds from such liquidation to the investors. 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. 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 and the Affiliated Limited 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
sale 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 and 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 Acquisition Agreement, the
Purchaser has agreed to pay $12,489,100 in cash for the Assets.
The purchase price is 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, the remaining
lease terms, and the non-performing nature of the Joliet, Illinois
property in particular, the fair market value may not increase over
the foreseeable future. Prior to the filing by the Partnership of
its preliminary proxy materials, the Partnership had not been
presented with any 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.

As a result of its proxy solicitation processes, at the close
of business on July 17, 1996, the Partnership received a contract
with respect to an acquisition of the Partnership's assets from an
experienced owner of properties similar to those owned by the
Partnership (the "Offeror"). The Operating General Partners are in
the process of reviewing the contract and the financial
capabilities of the Offeror. Although it does not appear, after a
preliminary review, that this offer is more beneficial to the
Limited Partners than the Transaction, the Operating General
Partners will continue to compare and contrast the terms of this
offer to the terms of the Transaction and to negotiate with the
Offeror in an effort to present the most beneficial offer to the
Limited Partners for their consideration. In addition, should the
Operating General Partners deem it necessary, an independent third-
party advisor will be retained to evaluate the offer and possibly
to negotiate with each of the Purchaser and the Offeror. If it is
determined that the Offeror is willing and able to consummate a
transaction that is more beneficial to the Limited Partners than
the Transaction, the Limited Partners will be notified and the
proxy solicitation with respect to the Transaction will be amended.

In an effort to address Mr. Froelich's belief that the
Partnership should actively seek third-party offers through an
arms-length bidding process to establish a fair price for the
Assets, 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, including the Offeror, who appear to
have the financial ability to acquire the Assets on an all cash
basis. If the Transaction is not approved, there can be no
assurance as to whether any future liquidation or disposition of
the Assets will occur or on what terms they might occur. Despite
the Partnership obtaining both the Valuation and the Fairness
Opinion from Cushman & Wakefield, there can be no assurances that
a better offer for the acquisition of the Assets may not be
available.

Costs and Risks Associated with Continued Ownership

The average remaining lease term for the Assets is 10.8
years. The longer the Assets are held by the Partnership, the
greater the risk to the Partnership of lease rollover,
renegotiation and non-renewal. This risk is evidenced by the
recent lease default by House of Fabrics, Inc. in connection with
its bankruptcy filing. 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
$146,480 and $164,081 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 their proportionate share, on an all cash basis, 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. Finally, consummation of the Transaction and
liquidation and dissolution of the Partnership will permit the
Limited Partners to make alternative investments which may generate
favorable returns and greater liquidity.

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 purchase 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 selling the Assets to the Purchaser as contemplated
by the Acquisition Agreement 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 merger of the Partnership with and into 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 is currently 10.8 years on average), the costs of the
renegotiation of such leases and the related risk of default or
non-renewal. A sale of the Assets at this time will avoid such
increasing risks, which was recently evidenced by the lease default
by House of Fabrics, Inc. with respect to the Joliet, Illinois
property.

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 valuable
properties were sold on an all cash basis comparable to the Sale,
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 belief of the Operating General Partners 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 likely 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 Acquisition 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 and the assets of the Affiliated
Limited Partners. 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 and those of the Affiliated Limited
Partnerships 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 Acquisition Agreement,
permit the General Partners to terminate the Sale at any time
should they receive an offer for the Assets which they in good
faith believe to be on terms preferable to the Sale. However, in
accordance with the terms of the Acquisition 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 will continue 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 an
all cash basis. This is mainly the result of three factors:
(i) 36% of the Assets have lease terms which provide the lessees
with rights of first refusal on any sale of the Assets,
significantly complicating negotiations of any possible offers from
third parties; (ii) the average remaining lease term of 10.8 years
makes the Assets less attractive to such purchasers; and (iii) the
fact that one of the Partnership's properties is not currently
under lease.

The Purchaser was unwilling to structure the Transaction as a
merger of the Partnership with and into the Purchaser, due in part
to the fact that the Partnership Agreement places additional voting
requirements on such a transaction that the Operating General
Partners believe would make such a transaction more difficult to
consummate.

Effects of the Transaction

General

If the Transaction is approved and the remaining conditions to
the Sale are met or waived, the Assets will be sold to the
Purchaser in exchange for the purchase price of $12,489,100. The
Partnership will then pay the Transaction Costs and pay or make
provisions for the payment of all other Partnership liabilities and
the Partnership will be liquidated and dissolved. Thereafter, the
registration of the Units under Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") will then be
terminated. Further, upon dissolution, 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 liquidation of the Partnership as
soon as possible and no later than December 31, 1996.

Effects on the Limited Partners

Upon liquidation and dissolution of the Partnership, in
accordance with the Partnership Agreement, the resulting proceeds
of the Sale, together with all cash on hand (including earnings
through July 31, 1996), will be used to make distributions to the
Limited Partners after payment of or making provisions for the
payment of; (i) all Transaction Costs; and (ii) all other
Partnership liabilities, including the Rally's litigation. The
Operating General Partners currently anticipate that the Class A
Limited Partners will receive a liquidating distribution of
approximately $6.95 to $7.50 per Unit and the Class B Limited
Partners will receive a liquidating distribution of approximately
$8.44 to $8.73 per Unit, based upon the time such Limited Partners
invested in the Partnership.

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 will thereafter assume the risks associated with
consummation of the Transaction. See "Special Factors - Purposes
of and Reasons for the Transaction - Costs and Risks of the
Transaction" above.

Effects on the General Partners

The General Partners will not receive any fees from the
Partnership in connection with the Transaction and will receive
only a de minimis liquidating distribution of less than $17,000 in
the aggregate, in accordance with the terms of the Partnership
Agreement. 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 $21,870 from the Purchaser (not
the Partnership) for advisory services rendered in connection with
the Transaction. See "Terms of the Transaction - Determination of
Cash Available for Distribution."

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 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 $12,489,100 as of April 1, 1996 (collectively, the
"Valuation"). Certain of the assumptions, qualifications and
limitations to the Valuation are described below. The summary
set forth below does not purport to be a complete description of the
analysis employed by Cushman & Wakefield in preparing the
Valuation. A copy of the Valuation analysis will be made
available to Limited Partners upon request. The Partnership imposed no
conditions or limitations on the scope of Cushman & Wakefield's
investigation or the methods and procedures to be followed in
preparing the Valuation. No other appraisals of the Assets were
obtained by the Partnership due to the significant cost involved
and the Operating General Partners' opinion that the Valuation
was prepared according to industry standards by a reliable and
independent appraisal firm.

Factors Considered

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

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

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

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

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

Pursuant to the discounted cash flow analysis, Cushman &
Wakefield's valuation of the Assets totalled $11,851,220. As a
result of subsequent considerations presented by the Operating
General Partners the total of the valuations was increased to
$12,489,100, 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

Aside from the Assumptions and Limiting Conditions contained
in Cushman & Wakefield's evaluation and valuation reports, 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 purchase price
of the Assets, although it did provide the Valuation on which the
Transaction 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
$27,000 from the Partnership, plus out-of-pocket expenses, and will
be paid $8,750 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 recommend
that the Limited Partners vote "FOR" the Transaction. 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 sales price of the Assets 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 Purchaser's willingness to purchase all of the Assets and
to assume all existing lease obligations on each of the
properties, 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 $375,000 to $750,000 in the
aggregate based on. 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 Sale
on an all cash basis and that the Partnership will not be
required to finance any part of the purchase price. This all
cash transaction will allow the full amount of the purchase
price to be paid to the Limited Partners in cash at the time
of the liquidation and dissolution, 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 Sale is on an "as is" basis. As an "as is"
sale, the Partnership will not be required to make any
representations and warranties to the Purchaser as to the
condition of the Assets, thereby eliminating the need for hold
backs typically associated with the sale of assets. This will
allow all of the sale price to be paid to the Limited Partners
at the time of the liquidation and thereafter to be invested
by the Limited Partners in other investments.

* The fact that the Acquisition Agreement permits the General
Partners to terminate the Sale at any time if they receive an
offer for the Assets which they in good faith believe to be on
terms preferable to the Sale. 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. 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 10.8 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
$146,480 and $164,081 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 was $6.05, which represents
only one transaction for 5,000 Units from December 1, 1995
through February 29, 1996. Over the past 12 months, only
16,177 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 price to be paid to the
Limited Partners in connection with the Partnership's
liquidation and dissolution will be at the high end of such
market prices.

* The recent decrease in the percentage distribution resulting
from the default by House of Fabrics and the uncertainty
regarding the re-leasing prospects of this property.

* 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 sale 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 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 fact that as set forth in the Prospectus, the anticipated
holding period for the assets was originally contemplated to
be from seven to nine years.

The current value of the Assets as compared to their book
value (of $13,604,117 as reflected on the Partnership's financial
statements as of March 31, 1996) was not a significant factor in
the Operating General Partners' determination of the fairness of
the terms of the Transaction because, in real estate transactions,
book value is not considered an accurate representation of
underlying market value. Likewise, liquidation value was not
deemed to be applicable due to the finite life investment oriented
nature of the Partnership's Assets.

Conclusion

After evaluation of each of the foregoing factors the
Operating General Partners concluded that the factors weighing in
favor of the Transaction outweighed the factors weighing against
the Transaction. In particular, the Operating General Partners
concluded that, as with any investment decision, the potential
disadvantages and risks of the Transaction are speculative, are
unable to be quantified and do not outweigh the benefits of the
Transaction. Therefore, the Operating General Partners determined
that the terms of the Transaction are fair to the Limited Partners
and recommend that the Limited Partners vote "FOR" the Transaction
and "FOR" the Amendment. 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 if the Transaction is consummated, the
Partnership will be liquidated and all Limited Partners, including
those who do not approve the Transaction will receive liquidating
distributions pursuant to the terms of the Partnership 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 34,300
Fairness Opinion and related expenses 8,800
Printing and mailing costs 12,000
Accounting 7,300
Title, survey and environmental reports 71,200
Proxy solicitation fees 11,000
Other, including filing fees 28,000

Total $172,600

All of the foregoing fees and expenses will be paid by the
Partnership from cash from operations. Of such fees and expenses
$9,718 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 $36,400 of
which $13,500 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 $21,870 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, 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 in the Purchases,
the 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 $21,870 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, 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 Acquisition Agreement, the Purchaser 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 Acquisition Agreement. Pursuant to the
Acquisition Agreement, the Partnership and, following the
Transaction, the Purchaser 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 Acquisition 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 Acquisition
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 Acquisition Agreement
provides that, if such Released Parties have fully performed their
respective obligations under the Acquisition 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 August 7, 1991 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, on an all-cash basis,
existing, income-producing retail and other commercial properties
predominantly all of which were to be subject to triple-net leases.
The Partnership raised a total of $16,008,310 through its offering
to the public which commenced on December 12, 1991 and terminated
on December 11, 1993, as well as an additional $394,118 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 complete at such time. As of
December 31, 1995, Units valued at $83,706 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 ten properties,
as well as a 70.2% equity interest in a joint venture with two of
the Affiliated Limited Partnerships, which venture owns the land
and building underlying a CompUSA store. See the subsection
entitled "Description of the Assets," below.

The original objectives of the Partnership were the:
(i) preservation and protection of capital; (ii) distribution of
the Partnership's current cash flow attributable to rental income;
(iii) capital appreciation; (iv) the potential for increased income
through escalations in the base rent or participation in the growth
of the sales of the tenants of the Partnership's properties;
(v) the deferral of the taxation of cash distributions for
investors who are not exempt from federal taxation; and (vi) the
production of "passive" income to offset "passive" losses from
other investments.

The Partnership acquired five of its properties in 1993 and
three of its properties in 1994. The Partnership did not acquire
any properties in 1995 or 1996. The Partnership does not currently
have sufficient funds available for additional property
acquisitions. The Partnership has made quarterly distributions of
operating cash flow as described in the subsection below entitled
"Distributions." As distributions of operating cash flow to the
Limited Partners will be suspended during the pendency of the
proposed Transaction, the Partnership will not be selling any
additional Units to the Limited Partners pursuant to the terms of
the Partnership's distribution reinvestment plan and, therefore, no
funds will be raised for additional acquisitions.

The General Partners

The Corporate General Partner is Brauvin Realty Advisors IV,
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 the
director and each of the executive officers of the Corporate
General Partner is 150 South Wacker Drive, Suite 3200, Chicago,
Illinois 60606. Each of the individual General Partners and the
directors and executive officers of the Corporate General Partner
is a citizen of the United States.

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

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

Cezar M. Froelich is a principal with the Chicago law firm of
Shefsky Froelich & Devine Ltd., 444 N. 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 Partnerships 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 ten, and has a majority
interest in an eleventh, income-producing properties 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 and 100% of the properties are occupied.
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.

Steak n Shake, Pearless Park, Missouri

The property is located on the southeast corner of Highway 141
and Interstate I-44, approximately 16 miles southwest of downtown
St. Louis. The single-story building is 3,860 square feet situated
on a 39,500 square foot parcel of land.

Children's World Learning Center, Arlington, Texas

The property is located at 1235 West Sublet. The building is
4,950 square feet built on 0.625 acres of land. The single-story,
wood-frame building has brick veneer exterior and has a pitched
roof with asphalt shingles. The building was constructed in
1984.

Chuck E. Cheese's Restaurants:

Ashwaubenon, Wisconsin

The property is located at 1273 Lombardi Access Road. The
building consists of 10,183 square feet situated on a 3.385 acre
parcel and was constructed in 1983 utilizing a steel frame with
birch and wood siding.

Springfield, Ohio

The property is located at 2345 Valley Loop Road. The
building consists of 10,183 square feet situated on a 2.769 acre
parcel and was constructed in 1983 utilizing a steel frame with
concrete block.

Mrs. Winner's Chicken & Biscuit Restaurant, Oakwood, Georgia

The property is located at 3465 Mundy Mill Road. The building
consists of 2,436 square feet situated on a 25,700 square foot
parcel and was constructed in 1983 utilizing concrete block
construction with vinyl siding.

House of Fabrics, Joliet, Illinois

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On July 15, 1993, the Partnership acquired the land and
building underlying a SoFro (d.b.a. House of Fabrics) fabric store
(the "Joliet Property") at 2900 Colorado Avenue in Joliet, Illinois
from an unaffiliated developer for $1,430,000, plus closing costs.
The Partnership owns the Joliet Property in fee simple. The Joliet
Property is not subject to any material mortgages, liens or other
encumbrances.

The Joliet Property consists of a 20,000 square foot building
situated on a 1.299 acre parcel and was constructed in 1993
utilizing concrete block construction with steel frame and metal
deck roof. The Joliet Property was leased to SoFro Fabrics, Inc.
and guaranteed by its parent company, House of Fabrics, Inc. under
a triple-net lease expiring March 31, 2008, with two five-year
renewal options. SoFro was required to pay base minimum rent each
month which would be increased by $10,000 per annum every five
years with the first increase scheduled for April 1, 1998.
Pursuant to the triple-net lease, SoFro was responsible for all
obligations and expenses incident to the operating and maintenance
of the building, including all taxes and insurance premiums, but
not including roof and structural repairs. The average effective
annual rental per square foot for each of the last three years in
which the Partnership owned the Joliet Property is $7.50, for the
years ended 1995, 1994 and 1993.

The Federal income tax basis of the Joliet Property is
$1,167,573 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes were $24,423 for 1995, which were paid in 1996.

In October 1994 House of Fabrics filed for protection under
Chapter 11 of the United States Bankruptcy Code. At the time of
the filing the tenant was over one month in arrears. From October
1994 until January 1996, House of Fabrics occupied the Joliet
Property and paid all rents and occupancy expenses on a timely
basis. In August 1995, House of Fabrics notified the Partnership
that, under the provisions of the bankruptcy code, they had
rejected the lease and indicated that they would vacate the Joliet
Property at the end of January 1996. House of Fabrics vacated the
Joliet Property on January 31, 1996. The Partnership has engaged
a national brokerage firm to assist in re-leasing this property.

Volume ShoeSource, Blaine, Washington

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On September 8, 1993, the Partnership purchased the land and
building at 439 Peace Portal Drive (the "Washington Property")
underlying a Volume ShoeSource store, a division of Payless
ShoeSource Inc., from Payless ShoeSource, Inc. for $1,627,822, plus
closing costs. The Partnership owns the Washington Property in fee
simple. The Washington Property is not subject to any material
mortgages, liens or other encumbrances.

The Washington Property consists of 10,900 square feet
situated on a .389 acre parcel and was fully renovated in 1992.
The Washington Property was leased to May Department Stores Company
Inc. for 10 years starting on the day of closing and expiring on
September 30, 2003, plus four five-year renewal options. The
tenant is obligated to pay base minimum rent each month. In
addition, the lease includes minimum rent escalations of 15% of the
then minimum base rent every five years beginning in the sixth year
of the lease. The tenant leased the property under an absolute
triple-net lease whereby the tenant pays for all expenses related
to the property including real estate taxes, insurance premiums,
maintenance and repair costs. The average effective annual rental
per square foot for each of the last three years or portions
thereof in which the Partnership owned the Washington Property is
$16.05, for the years ended 1995, 1994 and 1993.

The Federal income tax basis of the Washington Property is
$954,704 and depreciation is calculated on the straight line method
which varies between 39 years and 40 years. Annual realty taxes
are paid by the tenant and are $5,516.34 for 1995.

CompUSA, Duluth, Georgia

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On November 9, 1993, the Partnership purchased a 70.2%
interest in a joint venture (the "Joint Venture") with two of the
Affiliated Limited Partnerships that acquired the land and building
underlying a CompUSA store in Duluth, Georgia, a suburb of Atlanta,
in the Gwinnett Place Mall Shopping Area (the "Georgia Property")
from an unaffiliated seller for $2,350,000, plus closing costs.
The Joint Venture owns the Georgia Property in fee simple. The
Georgia Property is not subject to any material mortgages, liens or
other encumbrances.

The Georgia Property is a 25,000 square foot single story
building located on a 105,919 square foot parcel in Duluth,
Georgia. The single story building was completed in March 1993
utilizing a frame of steel and concrete block. The Georgia
Property is leased to CompUSA, Inc., a NYSE-listed company, for a
minimum term of 15 years (from March 1993). The tenant has the
option to renew the lease for up to four five-year terms. The
tenant is obligated to pay base minimum rent each month in the
amount of $20,703, plus periodic fixed increases of $.50 per square
foot of leasable every five years beginning in the sixth lease
year. The tenant leased the property under a triple net lease
whereby the tenant pays for all expenses related to the property
including real estate taxes, insurance, maintenance and repair
costs. The Joint Venture is responsible for the roof and
structural components of the building excluding normal maintenance.
The roof has a 15-year manufacturer's warranty (from March 1993)
that has been assigned to the Joint Venture. The average effective
annual rental per square foot for each of the last three years or
portion thereof in which the Partnership owned the Georgia Property
is $9.86, $10.04 and $9.94, for the years ended 1995, 1994 and
1993, respectively.

The Federal income tax basis of the Georgia Property is
$2,475,640 and depreciation is calculated on the straight line
method which varies between 31 years and 40 years. Annual realty
taxes are paid by the tenant and were $36,477.30 for 1995.

Blockbuster Video, Eagan, Minnesota

The property is located at 2075 Cliff Road and consists of a
7,028 square foot building situated on a 37,364 square foot parcel
of land. The building was constructed in 1993 of concrete block
and steel frame covered with stucco.

East Side Mario's, Copely, Ohio

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On January 18, 1994, the Partnership purchased the land and
building located at 85 W. Montrose Avenue, Copely, Ohio (the "Ohio
Property") underlying an East Side Mario's restaurant, from
Morgan's Foods, Inc. for $1,435,000, plus closing costs. The
Partnership owns the Ohio Property in fee simple. The Ohio
Property is not subject to any material mortgages, liens or other
encumbrances.

Morgan's Food is the East Side Mario's franchisee for the
State of Ohio. The Ohio Property consists of a 6,240 square foot
building situated on 1.76 acres of land. The building was
constructed in 1993 of concrete block and steel frame. During
1994, the franchisor, Prime Group of Canada, Inc., sold the East
Side Mario's concept to Pizza Hut, Inc., a division of Pepsico,
Inc. This sale has no effect on the existing lease. The Ohio
Property is leased to Morgan's Creative Concepts, Inc. and the
lease is guaranteed by the parent company Morgan Foods, Inc., for
20 years expiring on January 31, 2014, plus two ten-year renewal
options. The tenant is obligated to pay base minimum rent each
month in the amount of $13,453 plus minimum rent escalations of 15%
of the then minimum base rent every five years beginning in the
sixth year of the lease. The tenant is also obligated to pay
percentage rent of 5% of total annual sales which exceed a pre-
established amount. The tenant leased the Ohio Property under a
triple-net lease whereby the tenant pays for all expenses related
to the Ohio Property including real estate taxes, insurance, and
maintenance and repair costs. The average effective annual rental
per square foot for each of the last two years in which the
Partnership owned the Ohio Property is $25.87, for the years ended
1995 and 1994.

The Federal income tax basis of the Ohio Property is $975,894
and depreciation is calculated on the straight line method which
varies between 39 years and 40 years. Annual realty taxes are paid
by the tenant and were $20,424.72.

Walden Books Store, Miami, Florida

The following real property constitutes 10% or more of the
total assets or gross revenues of the Partnership.

On February 28, 1994, the Partnership purchased the land and
building located on the southeast corner of Kendall Drive and S.W.
112th Street, Miami, Florida (the "Florida Property") occupied by
a Walden Books store located in Miami, Florida, from an
unaffiliated seller, for a purchase price of $1,680,000, plus
closing costs. The Walden Books Property was completed in November
1988 and is leased under a triple-net lease to Walden Books, Inc.
for a minimum term ending January 31, 2009. The tenant is
obligated to pay base minimum rent each month in the amount of
$14,167 with scheduled increases in rent beginning in February
1999. The tenant is also obligated to pay a percentage of the rent
based on the total annual sales which exceed a pre-established
amount. The Partnership owns the Florida Property in fee simple.
The Florida Property is not subject to any material mortgages,
liens or other encumbrances.

The Florida Property consists of a 8,500 square foot building
situated on .743 acres of land. The building was constructed in
1988 of masonry block with stucco and dryvit parapet. The Florida
Property is leased under a triple-net lease whereby the tenant pays
for all expenses related to the Florida Property, including real
estate taxes, insurance premiums and maintenance and repair costs.
The Partnership is responsible for repairs to the roof and
structure. The average effective annual rental per square foot for
each of the last two years in which the Partnership owned the Ohio
Property is $20.00, for the years ended 1995 and 1994.

The Federal income tax basis of the Ohio Property is
$1,225,195 and depreciation is calculated on the straight line
method which varies between 39 years and 40 years. Annual realty
taxes are paid by the tenant and were $25,140.29 for 1995.

Distributions

Cash distributions to Limited Partners for 1995, 1994 and 1993
were $1,296,726, $1,244,736 and $495,347, respectively of which
$1,203,510, $1,030,281 and $492,617, respectively, represented net
income of the Partnership. Cash distributions for the first
quarter of 1996 were $327,397. Distributions of operating cash
flow, if available, were paid four times per year, 45 days after
the end of each calendar quarter. The actual distribution for 1993
to each investor was calculated on a per diem basis from the date
of the investment at an annualized rate of 5% to 6%. The
distributions were generated from a combination of property
operations and interest income. 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 $0.2000 $0.2000 $0.1625 $0.1500 ---

May 15 0.1875 0.2000 0.1750 0.1500 $0.0920

August 15 --- 0.2000 0.2000 0.1250 0.1750

November 15 --- 0.2000 0.2500 0.1375 0.1500

The distribution percentage was decreased for May 15, 1996 as
a result of the lease default by House of Fabrics, Inc., which has
vacated the Joliet, Illinois property. Future changes in the
Partnership's distributions would largely depend on sales at the
Partnership's 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, and no individual General Partner or director
or executive officer of the Corporate General Partner beneficially
owns any Units.

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 2,125.696 $10.00 $10.00
June 30, 1994 --- --- ---
September 30, 1994 2,700.000 $10.00 $10.00
December 31, 1994 1,009.873 $10.00 $10.00

March 31, 1995 1,548.473 $10.00 $10.00
June 30, 1995 968.101 $10.00 $10.00
September 30, 1995 --- --- ---
December 31, 1995 --- --- ---

March 31, 1996 3,500.000 $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

On October 14, 1993, Brauvin, Inc., an affiliate of the
Partnership, brought a lawsuit in the Circuit Court, 4th Judicial
Circuit in and for Duval County, Florida against an unaffiliated
seller due to the seller's alleged refusal to proceed under the
terms of a purchase and sale agreement pursuant to which Brauvin,
Inc. was to acquire three properties in Jacksonville, Florida. In
this lawsuit, Brauvin, Inc. sought specific performance of the
purchase and sale agreement to require the unaffiliated seller to
sell the subject properties to Brauvin, Inc. Brauvin, Inc.
subsequently amended its complaint to add the tenant of the
properties, Rally's, Inc., as an additional defendant seeking an
unspecified amount of damages. Rally's, Inc. was added because of
its activities which Brauvin, Inc. alleges have tortiously
interfered with the business relations between Brauvin, Inc. and
the seller. Brauvin, Inc. intended to transfer its contract right
with respect to such properties to the Partnership prior to
acquisition. Since Brauvin, Inc. was acting as an agent for the
Partnership, the Operating General Partners believe that it is
appropriate for the Partnership to defend the claims made against
its agent.

In response to the lawsuit, the seller made a counterclaim
against Brauvin, Inc. with counts for slander of title, tortious
interference with an advantageous business relationship, conspiracy
and to quiet title. The seller had also sued a former employee of
Brauvin, Inc. The counterclaim is seeking damages in an amount in
excess of $2,000,000, together with punitive damages. The
Partnership filed a motion to dismiss as the Partnership believes
the Florida court does not have jurisdiction over the Partnership.
During 1994, the motion to dismiss was denied. The Partnership and
the seller have held discussions in an attempt to resolve the
claims. Currently, the claims have not been resolved and if no
resolution occurs the Partnership intends to vigorously defend
itself with respect to this action, as the Operating General
Partners believe that the claims made lack merit and therefore are
unlikely to have any impact on the Partnership's financial
statements. The Partnership is not taking a reserve in connection
with this litigation, as the amount is not material. However, the
Partnership will establish a reserve of $10,000 for such litigation
in connection with its liquidation and dissolution.

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 Sale and the proposed
Affiliated Transactions. Upon completion of the Sale 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 interest 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 will not have any affiliation with the
Purchaser. The Purchaser is in the process of securing equity and
debt financing to consummate the Sale and the Affiliated
Transactions. Thus, the ultimate ownership of the Purchaser will
not be known until the completion of these investment activities.
It is anticipated that the members of the Purchaser will be a
number of unrelated, accredited investors.

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

SELECTED FINANCIAL DATA

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

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

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

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

INCORPORATION BY REFERENCE

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

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

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

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

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)
For Period August 7, 1991 (inception) to December 31, 1995
(In Dollars)

<CAPTION>
Year Ended Year Ended Year Ended Year Ended Period Ended
December 31, December 31, December31, December 31, December 31,
1995 1994 1993 1992 1991
<C> <C> <C> <C> <C>

Selected Income Statement Data:

Rental Income 1,643,736 1,571,077 639,565 96,859 --

Interest Income 31,777 37,754 124,814 50,333 --

Net Income 1,203,510 1,030,281 492,617 47,090 --

Net Income Per
Unit (a) 0.74 0.64 0.42 0.14 --

Selected Balance Sheet Data:

Cash and Cash
Equivalents 711,167 569,244 4,803,350 2,411,424 1,000

Land, Buildings
and Improve-
ments 14,308,630 14,308,630 10,066,508 3,454,263 --

Total Assets 14,850,948 14,895,510 15,009,234 6,166,502 252,208

Cash Distribu-
tions to Limited
Partners 1,296,726 1,244,736 495,347 75,484 --

Cash Distribu-
tions to Limited
Partners Per Unit(a) 0.80 0.77 0.43 0.22 --

Book Value Per
Unit (a) 8.60 8.66 8.74 8.80 --

<FN>
<F1>
(a) Net income per Unit, cash distributions per Unit and book value per Unit are based on
the average Units outstanding during the quarter 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.

</FN>
</TABLE>

<PAGE> SCHEDULE II

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)
(not covered by Independent Auditor's Report)

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

Selected Income Statement Data:

Rental Income 388,593 401,447

Interest Income 8,272 4,757

Net Income 261,649 299,869

Net Income Per Unit(a) 0.16 0.19

Selected Balance Sheet Data:

Cash and Cash
Equivalents 698,052 569,486

Land, Buildings and
Improvements 14,308,630 14,308,630

Total Assets 14,796,123 14,866,210

Cash Distributions to
Limited Partners 327,397 324,567

Cash Distributions to
Limited Partners Per
Unit (a) 0.20 0.20

Book Value Per Unit(a) 8.55 8.64

____________________________________

(a) Net income per Unit, cash distributions 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 Corporate
Lease Program IV L.P. 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, which includes
a vote for the Sale and the Liquidation, 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 Corporate Lease Program IV L.P.
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.

TABLE OF CONTENTS

Page

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Transaction . . . . . . . . . . . . . . . . . . . . . 4
Related Transactions. . . . . . . . . . . . . . . . . . . 4
The Special Meeting; Vote Required. . . . . . . . . . . . 5
Purpose of and Reasons for the Transaction. . . . . . . . 5
Effects of the Transaction. . . . . . . . . . . . . . . . 5
Valuation of the Assets; Fairness Opinion . . . . . . . . 6
Recommendations of the General Partners . . . . . . . . . 7
Conflicts of Interest . . . . . . . . . . . . . . . . . . 8

SPECIAL MEETING OF THE LIMITED PARTNERS. . . . . . . . . . . . 8
Special Meeting; Record Date. . . . . . . . . . . . . . . 8
Procedures for Completing Proxies . . . . . . . . . . . . 9
Vote Required . . . . . . . . . . . . . . . . . . . . . . 10
Solicitation Procedures . . . . . . . . . . . . . . . . . 11
Revocation of Proxies . . . . . . . . . . . . . . . . . . 11

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 12
The Acquisition Agreement . . . . . . . . . . . . . . . . 12
Representations and Warranties of the Parties . . . . . . 12
Additional Agreements . . . . . . . . . . . . . . . . . . 14
Conditions to Closing the Transaction . . . . . . . . . . 14
Dissolution and Liquidation of the Partnership . . . . . 17
Determination of Cash Available for Distribution. . . . . 18
Termination of the Acquisition Agreement. . . . . . . . . 19
Amendment of the Acquisition Agreement. . . . . . . . . . 20
Amendment of Partnership Agreement. . . . . . . . . . . . 20
Related Transactions. . . . . . . . . . . . . . . . . . . 20

ACCOUNTING ISSUES AND INCOME TAX CONSEQUENCES OF THE
TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . 21
Accounting Issues . . . . . . . . . . . . . . . . . . . . 21
Income Tax Consequences of the Transaction. . . . . . . . 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 . . . . . . . . 33
Recommendations of the General Partners . . . . . . . . . 38
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 42
Costs Associated with the Transaction . . . . . . . . . . 42

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 43
Interests in the Purchaser. . . . . . . . . . . . . . . . 43
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 . . . . . . . . . . . . . . . . . . . . . . 53
Ownership of Units. . . . . . . . . . . . . . . . . . . . 54
Market for the Units. . . . . . . . . . . . . . . . . . . 54
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 55
Independent Certified Public Accountants. . . . . . . . . 56
Available Information . . . . . . . . . . . . . . . . . . 56

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 56

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 57

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 57

ANNEX I - VALUATION

ANNEX II - FAIRNESS OPINION

<PAGE>
<TABLE>
Brauvin Corporate Lease Program IV - ANNEX I

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 IV, Inc.
Corporate General Partner
Brauvin Corporate Lease Program IV
150 South Wacker Drive, Suite 3200
Chicago, IL 60606

Dear Mr. Brault:

The Herman Group, Inc. ("Herman") is pleased to provide
Brauvin Realty Advisors IV, 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 Corporate Lease Program IV, 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 $2,508 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 CORPORATE LEASE PROGRAM IV

By: Brauvin Realty Advisors IV, 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: 7,000 Limited Partners/4 Partnerships

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
<PAGE>
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 13E-3 FILING:

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

AMONG

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

AND

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.

<PAGE>
AGREEMENT FOR PURCHASE AND SALE OF ASSETS

AMONG

BRAUVIN REAL ESTATE FUNDS, L.L.C.

AND

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.

Dated: June 14, 1996

<PAGE>
TABLE OF CONTENTS

1. Purchase and Sale of Assets. . . . . . . . . . . . . 1
1.1 Agreement to Purchase and Sell . . . . . . . . . . . 1
1.2 Enumeration of Purchased Assets. . . . . . . . . . . 1

2. Assumption of Liabilities . . . . . . . . . . . . . . . . 3
2.1 Agreement to Assume. . . . . . . . . . . . . . . . . 3

3. Consideration, Manner of Payment and Closing. . . . . . . 3
3.1 Consideration. . . . . . . . . . . . . . . . . . . . 3
3.2 Manner of Payment of the Consideration . . . . . . . 3
3.3 Closing Deliveries . . . . . . . . . . . . . . . . . 3
3.4 Allocation of Purchase Price . . . . . . . . . . . . 7
3.5 Best Efforts . . . . . . . . . . . . . . . . . . . . 8
3.6 Disclosure Schedules . . . . . . . . . . . . . . . . 8

4. Representations and Warranties of the Acquiring Company . 8
4.1 Formation and Qualification. . . . . . . . . . . . . 8
4.2 Authority Relative to this Agreement . . . . . . . . 9
4.3 No Conflicts . . . . . . . . . . . . . . . . . . . . 9
4.4 Governmental Approvals . . . . . . . . . . . . . . . 9
4.5 No Prior Activities. . . . . . . . . . . . . . . . . 10
4.6 Brokers. . . . . . . . . . . . . . . . . . . . . . . 10

5. Representations and Warranties of the Brauvin
Partnership . . . . . . . . . . . . . . . . . . . . . . . 10
5.1 Formation and Qualification. . . . . . . . . . . . . 10
5.2 No Subsidiaries. . . . . . . . . . . . . . . . . . . 10
5.3 Capitalization . . . . . . . . . . . . . . . . . . . 11
5.4 Authority Relative to this Agreement . . . . . . . . 11
5.5 No Conflicts . . . . . . . . . . . . . . . . . . . . 11
5.6 Governmental Approvals . . . . . . . . . . . . . . . 12
5.7 Commission Filings; Financial Statements . . . . . . 12
5.8 No Undisclosed Liabilities . . . . . . . . . . . . . 13
5.9 Absence of Certain Changes or Events . . . . . . . . 13
5.10 Litigation . . . . . . . . . . . . . . . . . . . . . 14
5.11 Taxes. . . . . . . . . . . . . . . . . . . . . . . . 14
5.12 Assets . . . . . . . . . . . . . . . . . . . . . . . 14
5.13 Transactions with Affiliates . . . . . . . . . . . . 14
5.14 Disclosure . . . . . . . . . . . . . . . . . . . . . 15
5.15 Brokers. . . . . . . . . . . . . . . . . . . . . . . 15
5.16 General Partners . . . . . . . . . . . . . . . . . . 15
5.17 Compliance with Law. . . . . . . . . . . . . . . . . 15
5.18 Properties . . . . . . . . . . . . . . . . . . . . . 15

6. Conduct of Business Pending the Acquisition . . . . . . . 16
6.1 Conduct of Business by the Brauvin Partnership
Pending the Acquisition. . . . . . . . . . . . . . . 16

7. Additional Agreements . . . . . . . . . . . . . . . . . . 18
7.1 Proxy Statements; Other Filings. . . . . . . . . . . 18
7.2 Meetings of the Limited Partners . . . . . . . . . . 19
7.3 Fees and Expenses. . . . . . . . . . . . . . . . . . 19
7.4 Further Agreements . . . . . . . . . . . . . . . . . 19
7.5 No Shop Limitation . . . . . . . . . . . . . . . . . 20
7.6 Additional Financial Statements. . . . . . . . . . . 21
7.7 Access to Information; Confidentiality . . . . . . . 21
7.8 Public Announcements . . . . . . . . . . . . . . . . 22
7.9 Agreement to Defend and Indemnify. . . . . . . . . . 22
7.10 Notification of Certain Matters. . . . . . . . . . . 22
7.11 Cooperation. . . . . . . . . . . . . . . . . . . . . 22
7.12 Tax Returns. . . . . . . . . . . . . . . . . . . . . 22
7.13 Notice of Failure to Satisfy Closing Conditions. . . 23

8. Conditions. . . . . . . . . . . . . . . . . . . . . . . . 23
8.1 Conditions to Obligation of Each Party to Effect
the Transaction. . . . . . . . . . . . . . . . . . . 23
8.2 Additional Conditions to the Obligation of the
Brauvin Partnership. . . . . . . . . . . . . . . . . 24
8.3 Additional Conditions to the Obligations of the
Acquiring Company. . . . . . . . . . . . . . . . . . 24

9. Termination, Amendment and Waiver . . . . . . . . . . . . 26
9.1 Termination. . . . . . . . . . . . . . . . . . . . . 26
9.2 Effect of Termination. . . . . . . . . . . . . . . . 28
9.3 Amendment. . . . . . . . . . . . . . . . . . . . . . 28
9.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . 28

10. General Provisions. . . . . . . . . . . . . . . . . . . . 28
10.1 Notices. . . . . . . . . . . . . . . . . . . . . . . 28
10.2 Certain Definitions. . . . . . . . . . . . . . . . . 29
10.3 Representations and Warranties; Etc. . . . . . . . . 33
10.4 Validity . . . . . . . . . . . . . . . . . . . . . . 33
10.5 Descriptive Headings . . . . . . . . . . . . . . . . 33
10.6 Parties in Interest. . . . . . . . . . . . . . . . . 33
10.7 Incorporation of Recitals. . . . . . . . . . . . . . 33
10.8 Miscellaneous. . . . . . . . . . . . . . . . . . . . 33

Schedule 1 Permitted Liens
Schedule 2 Allocation of Purchase Price
Exhibit A Form of Opinion of Brauvin Partnership's Counsel

<PAGE>
AGREEMENT FOR PURCHASE AND SALE OF ASSETS

AGREEMENT FOR PURCHASE AND SALE OF ASSETS, dated as of June
14, 1996, between BRAUVIN REAL ESTATE FUNDS, L.L.C., a Delaware
limited liability company (the "Acquiring Company"), and BRAUVIN
CORPORATE LEASE PROGRAM IV L.P., a Delaware limited partnership
(the "Brauvin Partnership").

RECITALS

The Acquiring Company was recently formed for, among other
things, the purpose of acquiring substantially all of the Brauvin
Partnership's assets 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 "Acquisition"). The manager of the Acquiring
Company is Brauvin Real Estate Funds, Inc. (the "Manager"), an
Illinois corporation, formed solely to act as manager thereof.

The Brauvin Partnership and the managers of the Acquiring
Company have, or prior to the Closing will have, approved the
Acquisition and the other transactions contemplated hereby in
accordance with the LLC Act and the Partnership Act.

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 10.2 hereof.

1. Purchase and Sale of Assets

1.1 Agreement to Purchase and Sell. On the terms and
subject to the conditions contained in this Agreement, Acquiring
Company agrees to purchase from the Brauvin Partnership, and the
Brauvin Partnership agrees to sell to Acquiring Company, all of the
Brauvin Partnership's assets, real and personal properties, rights
and businesses as a going concern of whatever kind and wherever
located excluding cash on hand, in banks, cash equivalents and
investments (collectively, the "Purchased Assets") . The Purchased
Assets shall be sold to Acquiring Company free and clear of any
liens, title claims, encumbrances or security interests, except for
permitted liens and title exceptions as set forth on Schedule 1
(the "Permitted Liens").

1.2 Enumeration of Purchased Assets. The Purchased
Assets include, without limitation, the following items:

(a) all inventory, including, without limitation, raw
materials, work in process, finished goods, packaging
materials, parts and supplies (collectively, the "Inventory");

(b) all furniture, fixtures, equipment (including office
equipment), machinery, parts, computer hardware, tools,
automobiles and all other tangible personal property (other
than the Inventory) (collectively, the "Equipment");

(c) all real property (each a "Property" and
collectively, the "Properties") directly owned by the Brauvin
Partnership and all appurtenances thereto and improvements
thereon;

(d) all joint venture, partnership or other venture
interests owned by the Brauvin Partnership;

(e) all leasehold interests in personal or real property
leased to the Brauvin Partnership (the "Leased Personalty");

(f) all trade accounts receivable, rents receivable,
notes receivable, negotiable instruments and chattel paper
(collectively, the "Accounts Receivable");

(g) all claims and rights (and benefits arising
therefrom) with or against all persons whomsoever;

(h) all (i) trademarks, service marks, slogans, trade
names and the like (collectively with the associated goodwill
of each, "Trademarks"), together with information regarding
all registrations and pending applications to register any
such rights; (ii) common law Trademarks; (iii) registrations
of and applications to register copyrights; and (iv) licenses
of rights in computer software, Trademarks, patents,
copyrights, unpatented formulations, manufacturing methods and
other know-how, whether to or by the Brauvin Partnership
(collectively, the "Intellectual Property";

(i) all sales orders and sales contracts, purchase
orders and purchase contracts, quotations and bids;

(j) all insurance policies, to the extent assignable by
the Brauvin Partnership;

(k) to the extent assignable, all contracts, license
agreements, distribution agreements, computer software
agreements and technical service agreements;

(l) all customer lists, customer records and
information, and all books and records;

(m) all rights in connection with deposits and prepaid
expenses;
(n) all letters of credit issued to the Brauvin
Partnership;

(o) all computer software, including all documentation
and source codes with respect to such software and licenses
and leases of software;

(p) all sales and promotional materials, catalogues and
advertising literature; and

(q) all telephone numbers of the Brauvin Partnership and
all lock boxes to which the Brauvin Partnership's account
debtors remit payments.

2. Assumption of Liabilities

2.1 Agreement to Assume. At the Closing (as herein
defined), Acquiring Company shall assume and agree to discharge and
perform only those liabilities of the Brauvin Partnership which
expressly and exclusively relate to the Purchased Assets
(collectively, the "Assumed Liabilities").

3. Consideration, Manner of Payment and Closing

3.1 Consideration. In consideration for the Purchased
Assets, Acquiring Company shall assume the Assumed Liabilities and
pay an amount equal to the Brauvin Value to the Brauvin
Partnership.

3.2 Manner of Payment of the Consideration. At the
Closing, Acquiring Company shall assume the Assumed Liabilities by
execution of an assumption agreement and shall pay the Brauvin
Value to the Brauvin Partnership in immediately available funds.

3.3 Closing Deliveries. The transactions contemplated
hereby shall be consummated (the "Closing") on August 31, 1996 or
such other date as the parties shall mutually agree and shall be
deemed effective as of 12:01 a.m. (Delaware time) on such date (the
"Effective Time"). At the Closing, the parties shall execute and
deliver the documents as set forth below, (unless such delivery is
waived by the party entitled to receive such document) which shall
be in form and substance reasonably satisfactory to the other
party:

(a) Acquiring Company's Deliveries. Acquiring Company
shall execute and/or deliver to the Brauvin Partnership the
following:

(i) the cash consideration for the Purchased Assets
equal to the Brauvin Value;

(ii) a certified copy of Acquiring Company's
Articles of Organization, Operating Agreement and
resolutions adopted by its members or manager approving
the Transaction;

(iii) a certificate of good standing of
Acquiring Company, issued not earlier than ten (10) days
prior to the Closing Date by the Secretary of State of
Delaware;

(iv) an incumbency and specimen signature
certificate with respect to the officers of Acquiring
Company executing this Agreement and on behalf of
Acquiring Company;

(v) a closing certificate executed by the manager
of Acquiring Company (or any other officer of Acquiring
Company specifically authorized to do so), on behalf of
Acquiring Company, pursuant to which Acquiring Company
represents and warrants to the Brauvin Partnership that
Acquiring Company's representations and warranties to the
Brauvin Partnership are true and correct as of the
Closing Date as if then originally made (or, if any such
representation or warranty is untrue in any respect,
specifying the respect in which the same is untrue), that
all covenants required by the terms hereof to be
performed by Acquiring Company on or before the Closing
Date, to the extent not waived by the Brauvin Partnership
in writing, have been so performed (or, if any such
covenant has not been performed, indicating that such
covenant has not been performed), and that all documents
to be executed and delivered by Acquiring Company at the
Closing have been executed by duly authorized officers of
Acquiring Company;

(vi) an assumption agreement, duly executed by
Acquiring Company, under which Acquiring Company assumes
the Assumed Liabilities; and

(vii) without limitation by the specific
enumeration of the foregoing, all other documents
required from Acquiring Company to consummate the
transactions contemplated hereby.

(b) The Brauvin Partnership's Deliveries. The Brauvin
Partnership shall deliver to Acquiring Company physical
possession of all tangible Purchased Assets, and shall execute
(where applicable in recordable form) and/or deliver or cause
to be executed and/or delivered to Acquiring Company all of
the following:

(i) certified copies of the Brauvin Partnership's
Partnership Agreement and resolutions, if any, adopted by
its partners approving of the Transaction.

(ii) certificates of good standing of the Brauvin
Partnership, issued not earlier than ten (10) days prior
to the Closing Date by the Secretary of State of
Delaware, and each other jurisdiction where the Brauvin
Partnership is qualified to do business;

(iii) an incumbency and specimen signature
certificate with respect to the officers of the Brauvin
Partnership executing this Agreement on behalf of the
Brauvin Partnership;

(iv) a bill of sale, executed by the Brauvin
Partnership, conveying all of the Inventory, Equipment
and other tangible personal property included in the
Purchased Assets to Acquiring Company, free and clear of
all liens, claims, encumbrances and security interests
other than Permitted Liens and containing only those
warranties set forth in this Agreement;

(v) an assignment to Acquiring Company, executed by
the Brauvin Partnership, of all of the Purchased Assets
(other than the Inventory, Equipment, and the Real
Estate), along with the original instruments (if any)
representing, evidencing or constituting such Purchased
Assets, free and clear of all liens, claims, encumbrances
and security interests other than Permitted Liens and
containing only those warranties set forth in this
Agreement. If necessary, in the opinion of Acquiring
Company's counsel, the Brauvin Partnership shall also
execute and deliver (in recordable form where required)
separate assignments of any of the Purchased Assets, and
where applicable, in the form required by the applicable
governmental agencies, insurance companies, customers,
lessors, and other parties with whom the assignments must
be filed;

(vi) a closing certificate duly executed by an
officer of the Brauvin Partnership (or any other officer
of the Brauvin Partnership specifically authorized to do
so), on behalf of the Brauvin Partnership, pursuant to
which the Brauvin Partnership represents and warrants to
Acquiring Company that the Brauvin Partnership's
representations and warranties to Acquiring Company are
true and correct as of the Closing Date as if then
originally made (or, if any such representation or
warranty is untrue in any respect, specifying the respect
in which the same is untrue), that all covenants required
by the terms hereof to be performed by the Brauvin
Partnership and on or before the Closing Date, to the
extent not waived by Acquiring Company in writing, have
been so performed (or, if any such covenant has not been
so performed, indicating that such covenant has not been
performed), and that all documents to be executed and
delivered by the Brauvin Partnership at the Closing have
been executed by duly authorized officers of the Brauvin
Partnership;

(vii) UCC-1, UCC-2, Federal and State tax lien,
bankruptcy and seven (7) year judgment searches with
respect to the Brauvin Partnership, for the State of
Illinois, Delaware and in each state where the Brauvin
Partnership is qualified to conduct business and the
counties thereof in which a portion of the business is
conducted, all prepared by search companies reasonably
satisfactory to Acquiring Company, and dated not earlier
than sixty (60) days prior to the Closing Date;

(viii)a general warranty deed (subject only to
Permitted Liens), an affidavit of title, a certificate in
compliance with the Foreign Investment in Real Property
Tax Act ("FIRPTA") certifying that the Brauvin
Partnership is not a person or entity subject to
withholding under FIRPTA, an ALTA statement and all other
documents reasonably required by the title insurance
company issuing the policies referred to in paragraph
(ix) with respect to each parcel of Property for which
title insurance policies are being obtained, executed by
the Brauvin Partnership, together with any necessary
transfer declarations;

(ix) the Brauvin Partnership, at its own expense,
shall have ordered and delivered to the Acquiring Company
an owner's title insurance policy (ALTA Owner's Policy
Form B-1970, if available, (rev. 10/17/70 and 10/17/84))
with respect to each parcel of the Property (or an
endorsement of existing policies in favor of the
Acquiring Company), insuring the Acquiring Company and
issued as of the Closing Date by a title insurance
company reasonably satisfactory to the Acquiring Company,
in such amount(s) as may be reasonably satisfactory to
Acquiring Company, showing fee simple title thereto to be
vested in the Acquiring 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 Acquiring Company shall reasonably
request, if available.

(x) the Brauvin Partnership, at its own expense,
shall have ordered and delivered to the Acquiring 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
Acquiring 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 3.3(b)(ix) to issue same with full
extended coverage, if available.

(xi) to the extent obtained, all necessary consents
for the assignment of contracts, leases, purchase orders,
sales orders, permits which are to be assigned to
Acquiring Company or alternate arrangements with respect
thereto, all as reasonably acceptable to Acquiring
Company;

(xii) the written opinion of the Brauvin
Partnership's counsel, substantially in the form attached
hereto as Exhibit A; and

(xiii) without limitation by the specific
enumeration of the foregoing, all other documents
reasonably required from the Brauvin Partnership to
consummate the transaction contemplated hereby.

(c) Joint Deliveries. At the Closing, the parties shall
execute and deliver, or cause to be executed and delivered,
all of the following:

(i) an assignment and assumption of any leases in
a form reasonably acceptable to the Brauvin Partnership
and Acquiring Company;

(ii) an assignment and amendment with respect to
any welfare plans and employee benefit plans, in a form
satisfactory to the Brauvin Partnership and Acquiring
Company;

(iii) all legally required transfer tax declarations
concerning the Purchased Assets (with any transfer taxes
due to be paid by the party assessed such taxes under
applicable law); and

(iv) a closing statement in form reasonably
acceptable to the Brauvin Partnership and Acquiring
Company.

3.4 Allocation of Purchase Price. The purchase price
for the Purchased Assets shall be allocated among the Purchased
Assets in the manner required by Section 1060 of the Internal
Revenue Code of 1986, as amended (the "Code"), and in accordance
with Schedule 2 hereto.

3.5 Best Efforts. The Acquiring Company and the
Brauvin Partnership shall each use its best efforts to take all
such actions as may be necessary or appropriate in order to
effectuate the Acquisition under the Partnership Act and LLC Act as
promptly as possible. 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 Acquiring Company with full
right, title and possession to all assets, property, rights,
privileges, powers, and franchises of the Brauvin Partnership and
the Manager are fully authorized in their names or otherwise to
take, and shall take, all such lawful and necessary action.

3.6 Disclosure Schedules. The parties acknowledge that
this Agreement has been executed prior to delivery of the
Disclosure Schedules by the Brauvin Partnership. The Brauvin
Partnership agree that it will (a) deliver a preliminary draft of
its Disclosure Schedule to the Acquiring 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 Acquiring Company to
invoke the conditions to Closing set forth in Section 8.3 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 4 and 5 below, and there shall be
no independent liability therefor pursuant to this Section 3.6.

4. Representations and Warranties of the Acquiring Company.
Subject to Section 10.3 below, the Acquiring Company represents
and warrants to the Brauvin Partnership as follows:

4.1 Formation and Qualification. The Acquiring 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 Acquisition. The Acquiring 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 Acquiring
Company. Copies of the Articles of Organization of the Acquiring
Company (the "MC Articles") and the Operating Agreement of the
Acquiring Company (the "MC Agreement") heretofore delivered or
hereafter delivered to the Brauvin Partnership are accurate and
complete as of the date hereof and will be accurate and complete as
of the Closing Date. The Acquiring Company is not in default under
or in violation of any provision of the MC Agreement.

4.2 Authority Relative to this Agreement. The Acquiring
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 Acquiring Company and the
consummation by the Acquiring Company of the transactions
contemplated hereby have been duly authorized by all necessary
action on the part of the Acquiring Company and the Manager, and no
other action on the part of the Acquiring Company or the Manager is
necessary to authorize this Agreement, the Acquisition and the
transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Acquiring Company and constitutes a
valid and binding obligation of the Acquiring Company, enforceable
against the Acquiring Company in accordance with its terms.

4.3 No Conflicts. Neither the execution and delivery of
this Agreement by the Acquiring Company nor the consummation of the
transactions contemplated hereby nor compliance by the Acquiring
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 Acquiring 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 Acquiring
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 4.4, violate any
Order, statute, rule or regulation applicable to the Acquiring
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 Acquiring Company.

4.4 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 Acquiring 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
Acquiring 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 Acquiring
Company.

4.5 No Prior Activities. The Acquiring 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 Acquisition and the financing
described in Section 8.2.4 hereof. Except as contemplated by the
foregoing sentence, the Acquiring 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.

4.6 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 Acquiring Company or the Manager.

5. Representations and Warranties of the Brauvin
Partnership. All information within the Acquiring Company's
Knowledge shall be deemed to have been disclosed by the Brauvin
Partnership in connection with the representations and warranties
set forth below. Subject to Section 10.3 below or as otherwise set
forth in the Disclosure Schedule, the Brauvin Partnership
represents and warrants to the Acquiring Company as follows:

5.1 Formation and Qualification. The Brauvin
Partnership 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.
The Brauvin Partnership is duly qualified, licensed and authorized
as a foreign limited partnership to do business, and is in good
standing, in each jurisdiction where the character of the Brauvin
Partnership's 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 Brauvin
Partnership. Copies of the Partnership Certificate and the
Partnership Agreement, heretofore delivered or made available to
the Acquiring Company, are accurate and complete as of the date
hereof. The Brauvin Partnership is not in default under or in
violation of any provision of its Partnership Agreement, except, in
each case, for such defaults or violations which would not have any
material adverse effect on the Condition of the Brauvin
Partnership.

5.2 No Subsidiaries. Other than Brauvin Gwinnett County
Venture, the Brauvin Partnership does not have any Subsidiaries and
no equity or similar interest, whether voting or non-voting, in any
Person.

5.3 Capitalization. As of March 31, 1996, the
outstanding partnership interests of the Brauvin Partnership were
as follows: (a) general partners' interest and (b) 1,632,510
issued and outstanding Units. There are no outstanding options,
warrants, calls, subscriptions or other rights or other agreements
or commitments obligating the Brauvin Partnership or its Affiliates
to issue, transfer or sell (a) any additional partnership interests
of the Brauvin Partnership or (b) any Units. All issued and
outstanding Units are validly issued, and the purchase price
therefor has been paid in full.

5.4 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 Agreement) by the limited partners of the Brauvin
Partnership as provided in the Brauvin Partnership's, Partnership
Agreement, Partnership Certificate and the Partnership Act, the
Brauvin Partnership 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 Brauvin Partnership
and the consummation by the Brauvin Partnership 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 the
Brauvin Partnership and, except for the approval of holders of the
Units ("Unitholders") as set forth in Section 7.2 hereof, no other
proceedings on the part of the Brauvin Partnership are necessary to
authorize this Agreement, the Acquisition and the transactions
contemplated hereby. Subject to Unitholder Approval as described
in Section 7.2 hereof, this Agreement has been duly executed and
delivered by the Brauvin Partnership and constitutes a valid and
binding obligation of the Brauvin Partnership enforceable against
the Brauvin Partnership in accordance with its terms.

5.5 No Conflicts. Except as set forth in the Disclosure
Schedule, neither the execution and delivery of this Agreement by
the Brauvin Partnership nor the consummation of the transactions
contemplated hereby nor compliance by the Brauvin Partnership with
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 Brauvin Partnership under any of
the terms, conditions or provisions of (x) the Partnership
Certificate or the Partnership Agreement, 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 the
Brauvin Partnership is a party or to which either of them or either
of its properties or assets may be subject, or (ii) subject to
compliance with the statutes and regulations referred to in Section
5.6, to the Brauvin Partnership's Knowledge, violate any Order,
statute, rule or regulation applicable to the Brauvin Partnership
or any of their properties or assets, except, in the case 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 the Brauvin Partnership.

5.6 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 Acquiring Company or facts specifically
pertaining to it, to the Brauvin Partnership's 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 the Brauvin Partnership 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 Partnership.

5.7 Commission Filings; Financial Statements. The
Brauvin Partnership has heretofore delivered or made available (or
will make available when available) to the Acquiring Company its
(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 Partnership 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 Partnership for the three months ended
June 30, 1996 (the "Interim Financial Statements"). As of their
respective dates, 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 the Brauvin
Partnership included or incorporated by reference in such reports
and the Interim Financial Statements (collectively, the "Brauvin
Partnership's 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 the Brauvin Partnership as of
the dates thereof and the results of its operations and changes in
its financial position for the periods then ended. The
consolidated balance sheets of the Brauvin Partnership at March 31,
1996, including the notes thereto, is referred to as the "Balance
Sheet," and March 31, 1996, is referred to as the "Balance Sheet
Date."

5.8 No Undisclosed Liabilities. At the Balance Sheet
Date, the Brauvin Partnership does not 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 Sheet which were required to
be reflected or disclosed therein in accordance with generally
accepted accounting principles. Since the Balance Sheet Date,
except as disclosed in the Disclosure Schedule, the Brauvin
Partnership has not incurred any such Liabilities.

5.9 Absence of Certain Changes or Events. Except as and
to the extent set forth on the Balance Sheet, or as set forth on
the Disclosure Schedule, since the Balance Sheet Date, there has
not been (a) any material adverse change in the Condition of the
Brauvin Partnership; (b) any entry by the Brauvin Partnership into
any commitment or transaction material to the Brauvin Partnership,
which is not in the ordinary course of business and consistent with
past practices; (c) any material change by the Brauvin Partnership
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 the Brauvin Partnership, or direct or
indirect redemption, purchase or other acquisition of any Units or
other securities of the Brauvin Partnership; (e) any revaluation by
the Brauvin Partnership 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 Purchased Assets; (f) any action taken by
the Brauvin Partnership of the type referred to in Sections 6.1.2
or 6.1.3 hereof; (g) any agreement by the Brauvin Partnership 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 5 untrue or incorrect;
(h) any damage, destruction or loss, whether covered by insurance
or not, having a material adverse effect upon the Condition of the
Brauvin Partnership; (i) any issuance, grant, sale or pledge or
agreement to issue, grant, sell or pledge by the Brauvin
Partnership, with any Person other than an Affiliate of the
Acquiring 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 the Brauvin
Partnership, other than personal property not material to the
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 the Brauvin Partnership,
other than personal property not material to such Brauvin
Partnership disposed of in the ordinary course of business and
consistent with past practices.

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

5.11 Taxes. To the Brauvin Partnership's Knowledge,
except as set forth on the Disclosure Schedule, the Brauvin
Partnership has 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. The Brauvin Partnership constitutes a
partnership for all income tax purposes rather than a corporation
or association taxable as a corporation. The Brauvin Partnership
does not have in effect an election pursuant to Section 754 of the
Code.

5.12 Assets. The Brauvin Partnership has no assets other
than those listed on its Balance Sheet. The Brauvin Partnership
has good and marketable title to the Purchased Assets, free and
clear of any lien, claims, encumbrances, and security interests
except for the Permitted Liens.

5.13 Transactions with Affiliates. Except as described
in the Disclosure Schedule or the SEC Filings, the Brauvin
Partnership has not entered into any of the following transactions
with any Affiliate in connection with which the Brauvin Partnership
has 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, in the ordinary course of business or otherwise,
which is not on terms at least as favorable to the 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.

5.14 Disclosure. To the Brauvin Partnership's Knowledge,
no written statement, certificate, schedule, list or other written
information furnished by or on behalf of the Brauvin Partnership to
the Acquiring 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.

5.15 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 the Brauvin Partnership.

5.16 General Partners. The Brauvin Partnership does not
have any general partners or holders of general partnership
interests other than the Brauvin GPs.

5.17 Compliance with Law. The Brauvin Partnership has
conducted its 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 of the Brauvin
Partnership, the failure to comply with which would, individually
or in the aggregate, have a material adverse effect on the
Condition of the Brauvin Partnership, provided, for purposes of
this Section 5.17, 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 the Brauvin
Partnership's Knowledge.

5.18 Properties.

5.18.1 The Brauvin Partnership has herewith or
heretofore delivered or made available to the Acquiring Company a
true, correct and complete set of all of the files, documents and
other written materials relating to each Property that are in the
possession or control of the Brauvin Partnership, 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.

5.18.2 The Brauvin Partnership is the sole legal or
beneficial owner and holder of the Properties, and, at the
Effective Time, the Acquiring 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 Acquiring Company) except for Permitted Liens. The Brauvin
Partnership has not endorsed, granted, assigned, transferred or
otherwise pledged, encumbered or set over the Properties to any
Person other than as disclosed.

6. Conduct of Business Pending the Acquisition.

6.1 Conduct of Business by the Brauvin Partnership
Pending the Acquisition. The Brauvin Partnership covenants and
agrees that, from the date of this Agreement until the Effective
Time, unless the Acquiring Company shall otherwise agree in writing
or as otherwise expressly contemplated by this Agreement:

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

6.1.2 Except as contemplated hereby and subject to
the Brauvin GPs' fiduciary duty to the holders of Units, the
Brauvin Partnership shall not 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 the Brauvin Partnership;
(ii) whether or not in the ordinary course of business, sell,
finance or dispose of any property or asset which is material to
the Brauvin Partnership; (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 Liens; (iv) declare, set
aside or pay any distribution, payable in cash, securities,
property or otherwise, with respect to its partnership interests or
Units; (v) redeem, purchase or otherwise acquire or offer to
redeem, purchase or otherwise acquire any partnership interests or
Units; or (vi) authorize or propose any of the foregoing, or enter
into any contract, agreement, commitment, or arrangement to do any
of the foregoing.

6.1.3 Except as contemplated hereby and subject to
the Brauvin GPs' fiduciary duty to the holders of Units, the
Brauvin Partnership shall not, 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 6.1.3, or enter into or modify any contract, agreement,
commitment or arrangement to do any of the actions prohibited in
this Section 6.1.3.

6.1.4 The Brauvin Partnership shall not make any
tax election which may have a material adverse effect on the
Condition of the Brauvin Partnership or the Acquiring Company,
change any material tax accounting method or settle or compromise
any material federal, state, local or foreign income tax liability.
The Brauvin Partnership shall halt, suspend or limit trading of
Units to the extent necessary to prevent a termination of the
Brauvin Partnership for income tax purposes as a result of such
trading or such trading in combination with the consummation of the
Transaction.

6.1.5 The Brauvin Partnership shall not take any
action or agree, in writing or otherwise, to take any of the
actions prohibited by this Section 6.1 or any action which would
make any representation or warranty in Section 5 hereof untrue or
incorrect in any material respect.

7. Additional Agreements.

7.1 Proxy Statements; Other Filings. As promptly as
practicable after the date hereof, the Brauvin Partnership 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 the Brauvin Partnership
shall mail to its respective limited partners and holders of Units,
a proxy statement and form of proxy with respect to the meeting of
the partners of the Brauvin Partnership referred to in Section 7.2
hereof. The term "Proxy Statement" shall mean such proxy statement
at the time it is initially mailed to the limited partners of the
Brauvin Partnership 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, the Brauvin
Partnership and the Acquiring 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 Acquisition
and the transactions contemplated herein ("Other Filings"). The
Brauvin Partnership shall notify the Acquiring 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 Statement
or by any other governmental official with respect to any Other
Filing or for additional information and will supply the Acquiring
Company with copies of all correspondence between the Brauvin
Partnership and its 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
Statement and any Other Filings. The Brauvin Partnership and the
Acquiring Company each shall use all commercially reasonable
efforts to obtain and furnish the information required to be
included in the Proxy Statement and any Other Filings; and the
Brauvin Partnership, after consultation with the Acquiring Company,
shall use all commercially reasonable efforts to respond promptly
to any comments made by the Commission with respect to the Proxy
Statement and any Other Filings and any preliminary version thereof
and cause the Proxy Statement and related form of proxy to be
mailed to the limited partners of the Brauvin Partnership and
holders of Units at the earliest practicable time. The Brauvin
Partnership shall notify the Acquiring Company of its intention to
mail the Proxy Statement to the limited partners of the Brauvin
Partnership 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 Acquiring Company
and the Brauvin Partnership, respectively, for use in the Proxy
Statement and any Other Filings shall, on the date the Proxy
Statement is first mailed to the limited partners of the Brauvin
Partnership and the holders of Units or any Other Filing is filed
with the appropriate governmental official and in each case on the
date of the meeting of the limited partners of the Brauvin
Partnership and the holders of Units referred to in Section 7.2
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 the Brauvin Partnership agrees to correct any such
information provided by it for use in the Proxy Statement or any
Other Filings which shall have become false or misleading. The
Proxy Statement 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.

7.2 Meetings of the Limited Partners and Unitholders.
The Brauvin Partnership shall take all action necessary, in
accordance with the Partnership Act, the Partnership Certificate
and the Partnership Agreement to duly call, give notice of, convene
and hold meetings of each of the limited partners and Unitholders
of the Brauvin Partnership (the "Meeting") as promptly as
practicable to consider and vote upon and obtain Unitholder
Approval of the Transaction, including, without limitation, the
Acquisition and this Agreement. The Proxy Statement shall contain
the determinations and recommendations, if any, of the Brauvin GP
as to the Transaction. The Brauvin Partnership 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 Acquiring Company, helpful to secure the Unitholder Approval of
the Transaction.

7.3 Fees and Expenses. (a) The Brauvin Partnership
shall be liable for, and shall pay, the fees and expenses
associated with preparing, filing, printing and distributing the
Proxy Statement, 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
Opinion and all expenses associated with the transfer of title of
the Properties to the Acquiring 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 Acquiring 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.

7.4 Further Agreements.

7.4.1 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 the Brauvin Partnership and
the Acquiring 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.

7.4.2 In connection with any Designated Action, the
Brauvin Partnership hereby agrees to: (i) promptly deliver to the
Acquiring 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 Acquiring 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
Acquiring Company or (y) the day of the deadline for such motion,
reply or pleading; and (iii) consult with the Acquiring Company in
a timely manner prior to taking any other action.

7.5 No Shop Limitation. If 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 the
Brauvin Partnership (an "Alternative Proposal"), nothing in this
Agreement shall prohibit the Brauvin GPs or the Brauvin Partnership
from responding to such Alternative Proposal, making any required
disclosures under federal securities laws, providing information
regarding the 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) the Brauvin Partnership agrees to give the
Acquiring 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 the Brauvin Partnership terminates this
Agreement as a result of its acceptance of an Alternative Proposal,
the Brauvin Partnership shall pay Acquiring Company a termination
fee equal to one percent (1%) of the consideration otherwise
payable for the Purchased Assets as provided in Section 3.1 hereof,
payable only upon the actual consummation of such Alternative
Proposal.

7.6 Additional Financial Statements. As soon as
reasonably practicable after they become publicly available, the
Brauvin Partnership shall furnish the Acquiring 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 Sheet Date and prior to
the Effective Time, accompanied by statements by the Brauvin GP
which is a corporation that, in the opinion of such Brauvin GP,
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 the
Brauvin Partnership, as of the dates and for the periods covered by
such statements and (ii) any other financial statements that the
Brauvin Partnership shall prepare for any interim period subsequent
to the Balance Sheet Date and prior to the Effective Time.

7.7 Access to Information; Confidentiality.

7.7.1 The Brauvin Partnership shall, and shall
cause its employees, consultants, accountants, counsel and agents
to, afford to the Acquiring 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 Acquiring
Company and its representatives and such banks, lenders, financial
institutions and others all financial, operating and other data and
information as the Acquiring Company and its representatives and
such banks, lenders, financial institutions and others, through
their respective officers, employees or agents, may reasonably
request.

7.7.2 No investigation pursuant to this Section 7.7
shall affect any representations or warranties of the parties
herein or the conditions to the obligations of the parties hereto.

7.8 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 the Brauvin Partnership and the Acquiring Company.
Notwithstanding the foregoing, the Brauvin Partnership and the
Acquiring 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.

7.9 Agreement to Defend and Indemnify. From and after
the Effective Time, the Acquiring Company will indemnify the
Brauvin GP and the officers, agents and employees of the Brauvin
Partnership to the fullest extent provided in the Partnership
Agreement as currently in effect as if such indemnified Persons
continued to serve the Brauvin Partnership after the Effective Time
and shall assume the Brauvin Partnership's obligations to provide
such indemnification for all matters occurring prior to the
Effective Time. For purposes of this Section 7.9 only, the term
"Affiliates" shall have the meaning ascribed to such term in the
Partnership Agreement.

7.10 Notification of Certain Matters. The Brauvin
Partnership shall give prompt notice to the Acquiring Company, and
the Acquiring Company and its Affiliates shall give prompt notice
to the Brauvin Partnership, 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 Brauvin
Partnership or the Acquiring 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.

7.11 Cooperation. The Brauvin Partnership and the
Brauvin GPs shall use all commercially reasonable efforts to
assist, and cooperate with the Acquiring Company and their
respective Affiliates in consummating all financing and related
transactions.

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

(b) The Acquiring Company, Manager and the
Brauvin Partnership shall use all commercially reasonable efforts
to cooperate with and assist each other so that, after the Closing
Date, all tax returns of the Brauvin Partnership 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 Brauvin Partnership.

7.13 Notice of Failure to Satisfy Closing Conditions.

(a) In the event that the Acquiring Company
determines, on or after the date that the Brauvin Partnership shall
deliver a final Disclosure Schedule pursuant to Section 3.6 above
and on or prior to the Closing Date, that any condition to the
Acquiring Company's or the Brauvin Partnership's obligation to
close pursuant to Section 8 will not be satisfied on or prior to
the Closing Date, the Acquiring Company shall give prompt notice to
the Brauvin Partnership and, in the case of Sections 8.1 and 8.3,
shall provide the Brauvin Partnership a period of ten business days
for the Brauvin Partnership to satisfy all such conditions.

(b) In the event that the Brauvin Partnership
determines on or prior to the Closing Date that any condition to
the Brauvin Partnership's or the Acquiring Company's obligation to
close pursuant to Section 8 will not be satisfied on or prior to
the Closing Date, the Brauvin Partnership shall give prompt notice
to the Acquiring Company and, in the case of Sections 8.1 and 8.2,
shall provide the Acquiring Company a period of ten business days
for the Acquiring Company to satisfy all such conditions.

8. Conditions.

8.1 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 the following conditions which may be waived
in whole or in part only by written agreement of the Brauvin
Partnership and the Acquiring Company.

8.1.1 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.

8.1.2 Unitholder Approval for the Transaction shall
have been obtained in accordance with the Partnership Act and the
Partnership Agreement.

8.1.3 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.

8.2 Additional Conditions to the Obligation of the
Brauvin Partnership. The obligation of the Brauvin 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 Brauvin Partnership.

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

8.2.2 The representations and warranties of the
Acquiring 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.

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

8.2.4 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 Acquiring Company shall have delivered to
the Brauvin 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 Brauvin
Partnership as the selling party in the Transaction; provided, that
unless the Brauvin Partnership gives notice to the Acquiring
Company (x) within ten days after the delivery of a copy of the
Commitment Letter to the Brauvin Partnership, that the Commitment
Letter does not satisfy the condition set forth in this Section
8.2.4 or (y) if the Commitment Letter shall not be delivered prior
to the Commitment Date, within two business days after the
Commitment Date that the Brauvin Partnership does not have any
obligation to effect the Transaction because of the failure of the
condition set forth in this Section 8.2.4, such condition shall be
deemed to be waived.

8.3 Additional Conditions to the Obligations of the
Acquiring Company. The obligation of the Acquiring 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 Acquiring Company:

8.3.1 The Brauvin Partnership 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 the Brauvin Partnership shall be
true and accurate in all material respects as of the Effective
Time.

8.3.2 The Acquiring 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 the Brauvin
Partnership 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 the Brauvin Partnership),
provided, that unless the Acquiring Company gives notice to the
Brauvin Partnership prior to the Mailing Date that the Acquiring
Company has no obligation to effect the Transaction because of the
failure of the condition set forth in this Section 8.3.2, such
condition shall be deemed waived.

8.3.3 No action, suit or proceeding before any
court or governmental authority shall have been commenced and be
pending by any Person against the Brauvin Partnership or the
Acquiring 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.

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

8.3.5 The Brauvin Partnership shall not have
undergone a material adverse change in its Condition or its ability
to perform its obligations under this Agreement. For purposes of
this Section 8.3.5, the discovery after the Mailing Date of a fact
which fact is materially adverse to the Condition of the Brauvin
Partnership and which could not have been reasonably discovered by
the Acquiring Company or its Affiliates on or prior to the Mailing
Date shall be deemed to be a material adverse change to the
Condition of the Brauvin Partnership.

8.3.6 The Acquiring Company shall have determined
that the legal, accounting and business due diligence investigation
of the Brauvin Partnership to be conducted by or on behalf of the
Acquiring 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 Acquiring Company's best interests, provided, that, unless the
Acquiring Company gives notice to the Brauvin Partnership prior to
the Mailing Date that the Acquiring Company has no obligation to
effect the Transaction because of the failure of the condition set
forth in this Section 8.3.6, such condition shall be deemed to be
waived.

8.3.7 The Brauvin Partnership shall not have made
a distribution of earnings with respect to any Units from the date
hereof through the Effective Time.

8.3.8 The Acquiring Company shall have received
from the Brauvin Partnership an environmental assessment of each
Property, and the Acquiring Company shall have completed its review
of such Environmental Reports and the Acquiring Company shall be
satisfied in its reasonable discretion that (i) the Acquiring
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 Acquiring Company will not be
subject to any material adverse, unusual or onerous agreements,
conditions, liabilities or obligations to which the Brauvin
Partnership is a party.

8.3.9 The Acquiring Company shall have completed
its review of the assets and business of the Brauvin Partnership
and found them to be satisfactory to it in its reasonable
discretion.

8.3.10 The Brauvin Partnership shall have delivered
to the Acquiring Company such further information, documents and
instruments as the Acquiring Company shall reasonably require.

9. Termination, Amendment and Waiver.

9.1 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:

9.1.1 By mutual written consent of the Acquiring
Company and the Brauvin Partnership;

9.1.2 By either the Acquiring Company or the
Brauvin 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 this
Agreement and such order, decree, ruling or other action shall have
become final and nonappealable;

9.1.3 By either the Acquiring Company or the
Brauvin 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 this Agreement to perform in all material respects its
obligations under this Agreement required to be performed by it
prior to the Effective Time;

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

9.1.5 By the Acquiring Company, if the Brauvin
Partnership shall have withdrawn, modified or amended in any
respect its approval of the Transaction;

9.1.6 By the Acquiring Company, if the Brauvin
Partnership fail to perform in all material respects its
obligations under this Agreement;

9.1.7 By the Acquiring Company, if there shall have
occurred a material adverse change in the Condition of the Brauvin
Partnership since the date of this Agreement;

9.1.8 By the Brauvin Partnership, if the Acquiring
Company fails to perform in all material respects its obligations
under this Agreement;

9.1.9 By the Acquiring Company, if the Brauvin
Partnership shall have settled or compromised any Designated Action
without the prior written consent of the Acquiring Company, unless
such settlement or compromise (i) requires the payment of money by
the 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 Acquiring
Company shall reasonably object;

9.1.10 By the Acquiring Company, if, prior to the
Effective Time, the representations and warranties of the 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 9.1.10 the
representations and warranties set forth in Section 5.14 shall be
deemed to have been made irrespective of the qualification
contained therein as to the Knowledge of the Brauvin Partnership;

9.1.11 By the Brauvin Partnership, in accordance
with Section 8.2.4., if there shall have been a failure of the
condition set forth therein or the Brauvin Partnership elects to
pursue an Alternative Proposal pursuant to Section 7.5 hereof; or

9.1.12 By the Acquiring Company, if any of Brauvin
High Yield Fund L.P., Brauvin High Yield Fund L.P. II or Brauvin
Income Plus L.P. III are unable to consummate a merger with and
into Acquiring Company on terms reasonably acceptable to the
Acquiring Company.

9.2 Effect of Termination. In the event of the
termination of this Agreement and abandonment of the Transaction as
provided in Section 9.1 hereof, this Agreement shall forthwith
become void and there shall be no liability on the part of the
Acquiring Company or the Brauvin Partnership 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 pursuant to
Section 7.5 hereof, the payment by the Brauvin Partnership of the
termination fee provided therein.

9.3 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
effects any change which would adversely affect the holders of
Units without the further Unitholder Approval.

9.4 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 9.3 hereof, waive compliance with any of the
agreements of any other party or with any conditions to its own
obligations.

10. General Provisions.

10.1 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 Acquiring 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 Partnership or the
Brauvin GP:
c/o Brauvin Real Estate Funds
150 South Wacker Drive, Suite 3200
Chicago, Illinois 60606
Attention: Jerome J. Brault

10.2 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.

"Brauvin GP" means, collectively, Brauvin Realty Advisors
IV, Inc, an Illinois corporation, Jerome J. Brault and Cezar M.
Froelich.

"Brauvin Value" means an amount which is equal to the
difference between (i) the fair market value of the Brauvin
Partnership's real estate related assets, including the value of
the Brauvin Partnership's interest, if any, in joint ventures
owning real estate (as determined by Cushman & Wakefield or other
independent appraiser) and (ii) the sum of (A) the liabilities of
the Brauvin Partnership existing as of the Effective Time to the
extent constituting the Assumed Liabilities and (B) to the extent
the Closing occurs after July 31, 1996, the earnings of the Brauvin
Partnership from August 1, 1996 through the Effective Time.

"Business Combination" means any acquisition or purchase
of assets of, or any equity interest in, the Brauvin Partnership 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 the
Brauvin Partnership or other transactions involving any vote or
consent of the holders of any class of Units.

"Closing Date" means the date upon which the Acquisition
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 the Brauvin
Partnership and its assets required to be delivered by the Brauvin
Partnership to the Acquiring Company pursuant to Section 3.6 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 the Brauvin
Partnership 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
Partnership or at any Purchased Assets.

"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 Purchased Assets.

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

"Knowledge" means (i) with respect to the Brauvin
Partnership, the knowledge of (a) the particular Brauvin GP, 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 Acquiring 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
Statement are mailed to the holders of Units pursuant to Section
7.1 above.

"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 Agreement" means the partnership agreement
of the Brauvin Partnership, as amended.

"Partnership Certificate" means the certificate or
articles of limited partnership of the Brauvin Partnership, 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 Partnership, the agreement of
limited partnership or other organizational or governing documents
of the Brauvin Partnership, (ii) any statute, law, treaty, rule,
regulation or ordinance applicable to the Brauvin Partnership, 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 the Brauvin
Partnership and its 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 Acquiring Company or the Brauvin
Partnership to no later than September 30, 1996 if the Transaction
is proceeding in good faith.

"Transaction" means (i) the Acquisition and (ii) certain
amendments to the Partnership Agreements necessary to consummate
the Acquisition.

"Units" means units of limited partnership interest in
the Brauvin Partnership.

"Unitholder Approval" means the approval of the limited
partners of the Brauvin Partnership.

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

Term Section

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . .5.7
Balance Sheets Date. . . . . . . . . . . . . . . . . . . . . .5.7
Commitment Date. . . . . . . . . . . . . . . . . . . . . . .8.2.4
Designated Actions . . . . . . . . . . . . . . . . . . . . 7.4.1
Effective Time . . . . . . . . . . . . . . . . . . . . . . . .3.3
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . .8.2.3
Interim Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . .5.7
Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2
<PAGE>
Term Section

Acquisition. . . . . . . . . . . . . . . . . . . . . . . Recitals
Acquiring Company. . . . . . . . . . . . . . . . . . . . Recitals
MC Agreement . . . . . . . . . . . . . . . . . . . . . . . . .4.1
MC Certificate . . . . . . . . . . . . . . . . . . . . . . . .4.1
Other Filings. . . . . . . . . . . . . . . . . . . . . . . . .7.1
Partnership Act. . . . . . . . . . . . . . . . . . . . . Recitals
Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . .7.1
Purchased Assets . . . . . . . . . . . . . . . . . . . . . . .1.1
SEC Filings. . . . . . . . . . . . . . . . . . . . . . . . . .5.7
<PAGE>
10.3 Representations and Warranties; Etc. The respective
representations and warranties of the Brauvin Partnership and the
Acquiring Company contained herein shall expire with, and be
terminated and extinguished upon, consummation of the Acquisition,
and thereafter none of the Brauvin Partnership or the Acquiring
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 10.3 shall have no effect
upon any other obligation of the parties hereto, whether to be
performed before or after the consummation of the Transaction.

10.4 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.

10.5 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.

10.6 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.

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

10.8 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 Acquiring 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 the Brauvin Partnership, shall agree to
assume all of the Acquiring 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.

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 CORPORATE LEASE PROGRAM IV L.P.,
a Delaware limited partnership

By: Brauvin Realty Advisors IV, Inc., an
Illinois corporation

Its: Manager

By: _________________________________
Its: ________________________________

<PAGE>
EXHIBIT A

FORM OF OPINION OF BRAUVIN PARTNERSHIP'S COUNSEL

1. The 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 the Brauvin Partnership has been duly authorized and
approved by all requisite partnership action. The
Agreement has been duly executed and delivered by the
Brauvin Partnership and constitutes a valid and binding
obligation of the Brauvin Partnership and is enforceable
against it 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 the
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
the Brauvin Partnership.

4. All approvals, consents, authorizations or modifications
which are required by the Brauvin Partnership to permit
the performance by the Brauvin Partnership of its
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 the Brauvin
Partnership or its 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 the Brauvin Partnership (b) decree (other than decrees
of general applicability to banks generally) or judgment
of any court or any governmental agency to which the
Brauvin Partnership 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
the Brauvin Partnership.

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
Partnership and its 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 the
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 relating to the Assumed Liabilities and such other
liens reflected in the Brauvin Partnership's Financial
Statements.

2. Permitted Statutory Liens.

3. All encumbrances on the Properties as they relate to
mortgages or other liens arising out of the Assumed
Liabilities.

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 Acquiring Company.

8. All other covenants, conditions and easements of record
shown on the commitments for title insurance reviewed by
the Acquiring Company.
<PAGE>
SCHEDULE 2

ALLOCATION OF PURCHASE PRICE

The purchase price shall be allocated among the Purchased
Assets on such basis as the Acquiring Company and Brauvin
Partnership shall mutually agree prior to the Closing.