BRAUVIN CORPORATE LEASE PROGRAM IV L P, DEFM14A, 1996-08-23

BRAUVIN CORPORATE LEASE PROGRAM IV L P
DEFM14A, 1996-08-23
REAL ESTATE

Previous: MUNICIPAL SECURITIES TRUST SERIES 52 & MULTI STATE SERIES 41, 24F-2NT, 1996-08-23

Next: BRAUVIN CORPORATE LEASE PROGRAM IV L P, PRE13E3/A, 1996-08-23

<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

[X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or
SS240.14a-12

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) of Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[X ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

Units of Limited Partnership Interests

2) Aggregate number of securities to which transactions
applies:

1,632,510.487 Units of Limited Partnership Interests

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

Based upon the aggregate cash to be paid for the
Registrant's assets ($12,489,100) which are the subject
of this Schedule 14A, 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.)

4) Proposed maximum aggregate value of transaction:

$12,489,100

5) Total fee paid:

$2,497.82

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

1) Amount Previously Paid:

$2,497.82

2) Form Schedule or Registration Statement No.:

Schedule 14A

3) Filing Party:

Brauvin Corporate Lease Program IV L.P.

4) Date Filed:

May 29, 1996
<PAGE>

RAUVIN CORPORATE LEASE PROGRAM IV L.P.
150 South Wacker Drive
Suite 3200
Chicago, Illinois 60606

August 23, 1996

To the Limited Partners of
Brauvin Corporate Lease Program IV L.P.:

We are pleased to inform you that Brauvin Corporate Lease
Program IV L.P. (the "Partnership") has entered into an agreement
through which the Partnership has agreed to sell substantially
all of its assets for a purchase price of $12,489,100 in cash.
This price is the fair market value of the properties as
determined by an independent appraiser. The Partnership has also
received an opinion from such independent appraiser that this
transaction is fair to the Limited Partners from a financial
point of view. The sale is subject to your approval. Limited
Partners holding a majority of the units of limited partnership
interest of the Partnership (the "Units") must approve the
transaction by voting "FOR" on the enclosed proxy card in order
for the Partnership to accept this all cash offer. If the sale
is approved by the Limited Partners and certain other conditions
are met, the Partnership will be liquidated and dissolved and the
cash proceeds from the sale of the assets, together with all
remaining cash of the Partnership, after payment of expenses and
other Partnership liabilities, will be distributed to you. We
anticipate this cash distribution to be $6.95 to $7.50 per Unit
for Class A Limited Partners (those taxable investors who are not
in need of passive income) and $8.44 to $8.73 per Unit for
Class B Limited Partners (those tax-exempt investors and other
investors who seek passive income to offset passive losses from
other investments), based upon the time such Limited Partners
invested in the Partnership. Although the actual cash
distribution to the Limited Partners is not anticipated to vary
in any material respect from the estimated cash distribution, in
the event the actual amount is determined to be materially less
than the estimated amount set forth herein, the approval of the
Limited Partners will be resolicited.

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 in the enclosed Proxy
Statement, including the fact that the purchaser of the assets is
affiliated with Mr. Jerome J. Brault and Brauvin Realty Advisors
IV, Inc., two of the General Partners of the Partnership, due to
the minority ownership interest of Mr. Brault (who is also an
executive officer and the director of Brauvin Realty Advisors IV,
Inc.) and his son, James L. Brault (who is an executive officer
of Brauvin Realty Advisors IV, Inc.) in such purchaser.

The Corporate General Partner on behalf of the Partnership
is soliciting your proxy in connection with the sale, liquidation
and dissolution. Included with this letter is a Notice of
Special Meeting of the Limited Partners to be held September 24,
1996, at 4:00 p.m., local time, at the offices of the
Partnership, 150 South Wacker Drive, Chicago, Illinois 60606, for
the purpose of considering and voting on the sale, liquidation
and dissolution. Also enclosed herewith is a Proxy Statement
dated August 23, 1996, which contains information relating to the
proposed transaction, together with a proxy card which authorizes
Jerome J. Brault, the Managing General Partner, or his designee,
to vote your Units with respect to the sale, liquidation and
dissolution at the special meeting of the Limited Partners and
any adjournment thereof (the "Special Meeting"). The Limited
Partners who hold Units of record on the books of the Partnership
at the close of business on July 31, 1996, are entitled to notice
of, and to vote at, the Special Meeting or any adjournments
thereof. 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 the sale cannot be approved.

Regardless of whether you expect to be present in person at
the Special Meeting, please complete and promptly return the
enclosed proxy card either in the enclosed, postage-prepaid
envelope or by facsimile to (214) 999-9323 or (214) 999-9348 so
that your Units may be represented and voted. A proxy may be
revoked at any time prior to its exercise by submitting a
revocation or a later-dated proxy to the Partnership's
Information Agent, The Herman Group, Inc., or by attending the
Special Meeting and voting in person. Proxies properly executed
and returned, and not revoked, will be voted in accordance with
instructions as indicated thereon.

As the sale, liquidation and dissolution require the
approval of the Limited Partners holding a majority of the Units,
failure to return a proxy card in a timely manner or to vote at
the Special Meeting will have the same effect as a vote "AGAINST"
the sale, liquidation and dissolution. Likewise, abstentions and
broker non-votes will have the same effect as a vote "AGAINST"
the sale, liquidation and dissolution. Any proxy cards which are
returned and on which a choice is not indicated will be voted
"FOR" the sale, liquidation and dissolution. In view of the
importance of the Special Meeting, it is requested that you sign,
mark and return the enclosed proxy card either in the enclosed,
postage-prepaid envelope or by facsimile to (214) 999-9323 or
(214) 999-9348 no later than September 24, 1996. When voting
your proxy by facsimile, both sides of the proxy card must be
transmitted.

The transaction is one of a series of related transactions
whereby the purchaser seeks to acquire the assets of the
Partnership and the assets of certain affiliates of the
Partnership. The approval of the limited partners holding a
majority in interest of each such limited partnership is a
condition to the effectiveness of the sale, which condition may
be waived by the purchaser.

Cezar M. Froelich, one of the general partners of the
Partnership, 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.

Questions and requests for assistance may be directed to the
Partnership's Information Agent, The Herman Group, Inc. at
(800) 992-6145.

Very truly yours,

BRAUVIN REALTY ADVISORS IV, INC.,
Corporate General Partner

By:________________________________
President

___________________________________
Jerome J. Brault, Managing General
Partner

JEROME J. BRAULT, THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP AND BRAUVIN REALTY ADVISORS IV, INC., THE CORPORATE
GENERAL PARTNER OF THE PARTNERSHIP, WHICH IS CONTROLLED BY
MR. BRAULT, HAVE DETERMINED THAT THE TRANSACTION IS FAIR AND
REASONABLE TO THE LIMITED PARTNERS AND, THEREFORE, RECOMMEND THAT
THE LIMITED PARTNERS VOTE "FOR" THE TRANSACTION. HOWEVER, SUCH
GENERAL PARTNERS ARE SUBJECT TO CERTAIN CONFLICTS OF INTEREST
WITH RESPECT TO THE TRANSACTION. CEZAR M. FROELICH, ONE OF THE
INDIVIDUAL GENERAL PARTNERS, 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.

<PAGE>
NOTICE OF SPECIAL MEETING OF THE LIMITED PARTNERS OF
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.

To be Held September 24, 1996

To the Limited Partners of
Brauvin Corporate Lease Program IV L.P.:

NOTICE IS HEREBY GIVEN, that a special meeting (the "Special
Meeting") of the Limited Partners of Brauvin Corporate Lease
Program IV L.P., a Delaware limited partnership (the
"Partnership") will be held at the offices of the Partnership,
150 South Wacker Drive, Suite 3200, Chicago, Illinois 60606 on
Tuesday, September 24, 1996, at 4:00 p.m. local time, for the
following purposes:

1. To approve the sale for $12,489,100 in cash, which
is $7.65 per Unit, of substantially all of the
properties of the Partnership to Brauvin Real
Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser") and the subsequent
liquidation and dissolution of the Partnership.
The Purchaser is affiliated with Mr. Jerome J.
Brault and Brauvin Realty Advisors IV, Inc., two
of the general partners of the Partnership.
Because the sale will result in a transfer of the
Partnership's assets to an affiliate of these
general partners, by approving the transaction,
the Limited Partners are automatically approving
an amendment of the Partnership's Restated Limited
Partnership Agreement, as amended, allowing the
Partnership to sell property to affiliates.
Promptly upon approval and consummation of the
sale, liquidation and dissolution, 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. Although the actual cash
distribution to the Limited Partners is not
anticipated to vary in any material respect from
the estimated cash distribution, in the event the
actual amount is determined to be materially less
than the estimated amount set forth herein, the
approval of the Limited Partners will be
resolicited.

2. To transact such other business as may properly
come before the Special Meeting or any adjournment
or postponement thereof.

Information regarding the matters to be acted upon at the
Special Meeting is set forth in the accompanying Proxy Statement.

JEROME J. BRAULT, THE MANAGING GENERAL PARTNER OF THE
PARTNERSHIP (THE "MANAGING GENERAL PARTNER"), AND BRAUVIN REALTY
ADVISORS IV, INC., THE CORPORATE GENERAL PARTNER OF THE
PARTNERSHIP (THE "CORPORATE GENERAL PARTNER" AND WITH THE
MANAGING GENERAL PARTNER, THE "OPERATING GENERAL PARTNERS"),
WHICH IS CONTROLLED BY MR. BRAULT, HAVE DETERMINED THAT THE
TRANSACTION IS FAIR TO THE LIMITED PARTNERS AND, THEREFORE,
RECOMMEND THAT THE LIMITED PARTNERS VOTE "FOR" THE TRANSACTION.
HOWEVER, THE OPERATING GENERAL PARTNERS ARE SUBJECT TO CERTAIN
CONFLICTS OF INTEREST WITH RESPECT TO THE TRANSACTION. CEZAR M.
FROELICH, THE OTHER INDIVIDUAL GENERAL PARTNER, 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.

You are invited to attend the Special Meeting. Even if you
intend to attend the Special Meeting, you are requested to sign
and date the accompanying proxy card and return it promptly
either in the enclosed, postage-prepaid envelope or 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. If
you attend the Special Meeting, you may, if you wish, vote in
person regardless of whether you have given your proxy. In any
event, a proxy may be revoked at any time before it is exercised.

The close of business on July 31, 1996, has been fixed as
the record date for determination of the Limited Partners
entitled to notice of and to vote at the Special Meeting. 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 the
sale, liquidation and dissolution cannot be approved.

BRAUVIN REALTY ADVISORS IV,
INC., Corporate General
Partner

By: _________________________
President

_____________________________
Jerome J. Brault, Managing
General Partner

Chicago, Illinois

August 23, 1996

YOUR VOTE IS VERY IMPORTANT. IN ORDER TO ENSURE THAT YOUR
INTERESTS WILL BE REPRESENTED, WHETHER YOU INTEND TO BE PRESENT
AT THE SPECIAL MEETING OR NOT, PLEASE SIGN THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PREPAID
ENVELOPE OR BY FACSIMILE TO (214) 999-9323 OR (214) 993-9348.
WHEN VOTING YOUR PROXY BY FACSIMILE, BOTH SIDES OF THE PROXY CARD
MUST BE TRANSMITTED. FAILURE TO RETURN A PROXY CARD, ABSTENTION
FROM VOTING AND BROKER NON-VOTES WILL EACH BE THE SAME AS A VOTE
"AGAINST" THE TRANSACTION. ANY PROXY CARDS ON WHICH A CHOICE IS
NOT INDICATED WILL BE VOTED "FOR" THE TRANSACTION.
<PAGE>
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 September 24, 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 August 23, 1996 by the Corporate
General Partner, as hereinafter defined, on behalf of 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 Tuesday, September 24, 1996 at 4:00 p.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 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

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.

Partnership as Class A Investors (those taxable investors who are
not in need of passive income) (the "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 tax-exempt
investors and other investors who seek passive income to offset
passive losses from other investments) (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 (excluding net earnings after July 31, 1996, which
are estimated to be nominal due to the remaining anticipated
expenses) 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) the 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. Although the actual cash distribution
to the Limited Partners is not anticipated to vary in any
material respect from the estimated cash distribution, in the
event the actual amount is determined to be materially less than
the estimated amount set forth herein, the approval of the
Limited Partners will be resolicited. 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 July 31, 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 by the Corporate General
Partner 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 net earnings after July 31, 1996,
which are estimated to be nominal due to the remaining
anticipated expenses) after paying or providing for payment of
the Transaction Costs and other outstanding Partnership
liabilities. Although the actual cash distribution to the
Limited Partners is not anticipated to vary in any material
respect from the estimated cash distribution, in the event the
actual amount is determined to be materially less than the
estimated amount set forth herein, the approval of the Limited
Partners will be resolicited. 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 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 Purchaser and
the Operating General Partners believe would make such a
transaction more difficult to consummate. See "Special Factors -
Alternatives to the Transaction."

The Special Meeting; Vote Required

A Special Meeting of the Limited Partners will be held on
September 24, 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 Corporate General Partner on behalf
of 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

As part of the Operating General Partners' continuing effort
to fulfill their fiduciary responsibility to the Limited Partners
by enhancing the value of the Limited Partners' investment in the
Units, the Operating General Partners continually consider
various strategies and alternatives available to the Partnership.
One such strategy is the sale or disposition of some or all of
the Assets. See "Special Factors - Alternatives to the
Transaction."

In connection with the Affiliated Transactions, as described
in the section entitled "Terms of the Transaction - Related
Transactions," the Purchaser has presented the Partnership with
the Transaction. The considerations of the Purchaser in
presenting the Transaction are described in the section entitled
"Special Factors - Purpose of and Reasons for the Transaction -
Actions Resulting in the Transaction; Mitigation of Conflicts."
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 and the
Assets will be sold to the Purchaser. Consummation of the
Transaction will result in the transfer of the fair market value
of the Assets to the Limited Partners on an all cash basis
through a structure which eliminates virtually all post-closing
liabilities and risks associated with ownership of the Assets and
investment in the Units. This structure allows the Limited
Partners to liquidate, on an all cash basis, their illiquid
investment in their Units, which cash can then be invested in
alternative investments.

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: (i) the Sale will be
consummated on an all cash basis at the fair market value of the
Assets; (ii) all of the Assets will be sold to the Purchaser "as
is," thereby eliminating the need for the Partnership to continue
operations with the less salable or valuable properties and the
need to escrow funds associated with the making of
representations and warranties; and (iii) the Transaction is
structured such that costs are estimated to equal approximately
1 1/2% of the total value of the Transaction, which the Operating
General Partners believe to be below industry standards for a
transaction of this size. Although the Transaction is not
without risks, as described in the section entitled "Special
Factors - Purpose of and Reasons for the Transaction - Risks of
the Transaction," the Operating General Partners believe that,
given the favorable terms of the Transaction, it is their
fiduciary responsibility to present the Transaction to the
Limited Partners for their approval and to recommend the
Transaction.

The considerations which resulted in the determination to
present the Transaction to the Limited Partners and to recommend
the Transaction are described in the section entitled "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 are 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. Although the actual cash distribution to the
Limited Partners is not anticipated to vary in any material
respect from the estimated cash distribution, in the event the
actual amount is determined to be materially less than the
estimated amount set forth herein, the approval of the Limited
Partners will be resolicited. 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 risks
or benefits associated with such ownership. See "Special Factors
- - Purpose of and Reasons for the Transaction - Risks and Related
Costs Associated with Continued Ownership of the Assets,"
"Special Factors - Purpose of and Reasons for the Transaction -
Benefits of the Transaction" and "Special Factors - Effects 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 in the section entitled "Special
Factors - Alternatives to the Transaction." Such alternatives
include: (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. 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

The Valuation Advisory Services Group of Cushman & Wakefield
of Illinois, Inc. ("Cushman & Wakefield") was engaged by the
Partnership to prepare an appraisal of the Assets. 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.
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. See "Special Factors - Valuation of the Assets; Fairness
Opinion."

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 (the "Fairness Opinion").
In its Fairness Opinion, dated August 9, 1996, Cushman &
Wakefield 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 addition, 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 believed by Cushman & Wakefield to be reasonable.
The discussion herein of the Fairness Opinion is qualified in its
entirety by reference to the section entitled "Special Factors -
Valuation of the Assets; Fairness Opinion" and to the text of
such Fairness Opinion, a copy of which is attached hereto as
Annex II. The Fairness Opinion will not be updated by Cushman &
Wakefield unless there is a material change relating to the
Assets, a material change to the terms of the Transaction or the
receipt of any additional bona fide third-party offers.

Recommendations of the General Partners and Their Affiliates

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. See "Special
Factors - Recommendations of the General Partners and Their
Affiliates" for a more detailed discussion of the following
factors. The Purchaser has concurred in the Operating General
Partners' analysis and conclusions as to fairness of the
Transaction.

Factors in Favor of the Transaction

In determining the fairness of the Transaction, the
Operating General Partners considered the following factors which
weighed 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 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.

Factors Against the Transaction

In determining the fairness of the Transaction, the
Operating General Partners also considered the following factors
which weighed against the Transaction: (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; (v) that the Limited
Partners may incur certain tax liabilities as a result of the
Transaction; and (vi) the anticipated holding period for the
Assets was originally contemplated to be from seven to nine
years. 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.

Conflicts of Interest

The Transaction is subject to certain conflicts of interest
as more fully described in the section entitled "Conflicts of
Interest." 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 FACTORS

Purpose of and Reasons for the Transaction

As part of the Operating General Partners' continuing effort
to fulfill their fiduciary responsibility to the Limited Partners
by enhancing the value of the Limited Partners' investment in the
Units, the Operating General Partners continually consider
various strategies and alternatives available to the Partnership.
One such strategy is the sale or disposition of some or all of
the Assets. For a discussion of these various strategies and
alternatives see the section entitled "Special Factors -
Alternatives to the Transaction."

In connection with the Affiliated Transactions, as described
in the section entitled "Terms of the Transaction - Related
Transactions," the Purchaser has presented the Partnership with
the Transaction. The considerations of the Purchaser in
presenting the Transaction are described in the subsection
entitled "Actions Resulting in the Transaction; Mitigation of
Conflicts." 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 and the
Assets will be sold to the Purchaser. Consummation of the
Transaction will result in the transfer of the fair market value
of the Assets to the Limited Partners on an all cash basis
through a structure which eliminates virtually all post-closing
liabilities and risks associated with ownership of the Assets and
investment in the Units. This structure allows the Limited
Partners to liquidate on an all cash basis, their illiquid
investment in their Units, which cash can then be invested in
alternative investments.

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: (i) the Sale will be
consummated on an all cash basis at the fair market value of the
Assets; (ii) all of the Assets will be sold to the Purchaser "as
is," thereby eliminating the need for the Partnership to continue
operations with the less salable or valuable properties and the
need to escrow funds associated with the making of
representations and warranties; and (iii) the Transaction is
structured such that costs are estimated to equal approximately
1 1/2% of the total value of the Transaction, which the Operating
General Partners believe to be below industry standards for a
transaction of this size. Although the Transaction is not
without risks, as described in the subsection "Risks of the
Transaction," the Operating General Partners believe that, given
the favorable terms of the Transaction, it is their fiduciary
responsibility to present the Transaction to the Limited Partners
for their approval and to recommend the Transaction.

The terms of the Transaction were viewed by the Purchaser to
be favorable in part because: (i) the Sale will be consummated at
the fair market value of the Assets; (ii) total Transaction Costs
are believed to be below industry standards for a transaction of
this size; (iii) as a non-public entity, the Purchaser will not
be required to incur certain significant annual costs of
compliance with the Federal securities laws; and (iv) as a
results of the Braults' affiliation with the Purchaser, the
Purchaser has knowledge regarding the Assets and thus was willing
to purchase such Assets on an "as is" basis.

The considerations which resulted in the determination to
present the Transaction to the Limited Partners and to recommend
the Transaction are described in more detail below.

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 reduced the quarterly distribution
payment by one-half percent for the first quarter of 1996.
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 & 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 price of this possible offer by approximately 6%
from the initial 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 General Partners
and their advisors reviewed the contract, compared and contrasted
the terms of this offer to the terms of the Transaction and
determined that the Offeror's offer is not as beneficial to the
Limited Partners as the Transaction. This determination was
based largely in part on the fact that: (i) the Offeror's offer
price did not adequately take into consideration the fees and
expenses associated with consummation of such offer; (ii) given
the nature of the representations and warranties, the
indemnification provisions and the assumption of only very
limited liabilities as set forth in the Offeror's offer, the
Partnership would be required to maintain significant holdbacks
from the distribution of cash to the Limited Partners, thereby
postponing the dissolution of the Partnership, decreasing the
payment to the Limited Partners promptly following closing and
likely decreasing the aggregate amount of cash that will
ultimately be distributed to the Limited Partners; (iii) the
Offeror's offer specifically prohibited the Partnership from
continuing to negotiate with the Purchaser, which continued
negotiation would be necessary to assure that the Limited
Partners are ultimately presented with the most favorable offer
available at the time; and (iv) the Offeror's offer was not a
firm offer due to the significant number of contingencies and the
unqualified right of the Offeror to walk away from its offer. In
addition, Cushman & Wakefield was asked to conduct an independent
review of the Offeror's offer and make a recommendation as to its
acceptability. Cushman & Wakefield concluded that the Offeror's
offer was not acceptable to the Partnership based on price and on
the terms and conditions of the offer, including, without
limitation, the scope and terms of the representations and
warranties, the indemnification provisions, the closing date and
the costs associated with consummating such offer.

As a result of the foregoing considerations, the General
Partners rejected the Offeror's offer, but recommended that the
Offeror improve and resubmit said offer. A revised offer was
received on August 12, 1996. The Offeror has also presented a
contract to purchase the Assets of Brauvin Income Plus L.P. III,
one of the Affiliated Limited Partnerships. The Operating General
Partners have determined that neither contract is a bona fide offer.
The revised offer did not address the Partnership's previously
expressed concerns regarding the Offeror's financial ability to
acquire the Assets. In addition, the Offeror has yet to undertake
the due diligence analysis of the Assets necessary to eliminate
a number of the contingencies set forth in its revised offer.
Upon fulfillment by the Offeror of these necessary steps, the
Operating General Partners will complete their review of the
revised offer. In addition, should the Operating General Partners
deem it necessary, Cushman & Wakefield or another independent
third-party advisor will be retained to evaluate the revised 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
arm's-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.

Risks and Related Costs Associated with Continued Ownership
of the Assets

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. In addition, 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, in part, 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.

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.
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
that might be interested in acquiring a portfolio of triple-net
lease properties and thus limited the salability of the
Partnership's portfolio. Although 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. 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.

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 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 (excluding net
earnings after July 31, 1996, which are estimated to be nominal
due to the remaining anticipated expenses), 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. Although the
actual cash distribution to the Limited Partners is not
anticipated to vary in any material respect from the estimated
cash distribution, in the event the actual amount is determined
to be materially less than the estimated amount set forth herein,
the approval of the Limited Partners will be resolicited.

Following consummation of the Sale, the Limited Partners
will cease being owners of the Partnership and will no longer
bear the risks associated with such ownership. A description of
such risks is set forth in the section entitled "Special Factors
- - Purpose of and Reasons for the Transaction - Risks and Related
Costs Associated with Continued Ownership of the Assets."
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 - Risks of
the Transaction."

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 on the Purchaser

If the Transaction is approved and the remaining conditions
to the Sale are met or waived, the Purchaser will purchase the
Assets for $12,489,100 and will assume the liabilities associated
with such Assets. Thereafter, the benefits and risks associated
with ownership of the Assets will rest solely with the Purchaser.

Effects of Failure to Approve the Transaction

Valuation of the Assets; Fairness Opinion

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. 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 of 1996 tenant sales; (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 conducting 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 the
Fairness Opinion. 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 its
fairness from a financial point of view. The discussion herein
of the Fairness Opinion is qualified in its entirety by reference
to the text of such Fairness Opinion, a copy of which is attached
hereto as Annex II.

In connection with rendering its opinion, Cushman &
Wakefield reviewed and relied on its analysis undertaken in
connection with the Valuation and its appraisal work as a basis
for establishing the fairness of the proposed Transaction. The
analysis which Cushman & Wakefield conducted in preparing the
Valuation is described in the subsection entitled "Factors
Considered," "Summary of Cushman & Wakefield's Methodology and
Approaches to Value" and "Assumptions, Limitations and
Qualifications of Cushman & Wakefield's Valuation" of this
section, which analysis is incorporated by reference herein. In
addition, in rendering its opinion, Cushman & Wakefield reviewed
the initial offer of the Offeror described in the section
entitled "Special Factors - Purpose of and Reasons for the
Transaction - Prospects of the Partnership."

In its Fairness Opinion, dated August 9, 1996, Cushman &
Wakefield 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
believed by Cushman & Wakefield to be 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. As stated above, Cushman & Wakefield reviewed and
relied on its analysis undertaken in connection with the
Valuation and 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.

The Fairness Opinion will not be updated by Cushman &
Wakefield unless there is a material change relating to the
Assets, a material change to the terms of the Transaction or the
receipt of any additional bona fide third-party offers.

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 $9,800 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. Cushman & Wakefield received a fee
of $7,500 in connection with its review and analysis of the
Offeror's offer. 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 and Their Affiliates

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, 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 in the section entitled "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. 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 the
section entitled "Special Factors - Valuation of the Assets;
Fairness Opinion" 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 in the section entitled "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 "Accounting Issues and
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 $13,538,083 as reflected on the Partnership's financial
statements as of June 30, 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. The Purchaser has
concurred in the Operating General Partners' analysis and
conclusions as to fairness of the Transaction. 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 59,300
Fairness Opinion and related expenses 9,800
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 27,000

Total $197,600

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 through July 31, 1996. 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 through July 31, 1996.
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.

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 September 24, 1996, at the
offices of the Partnership, 150 South Wacker Drive, Chicago,
Illinois 60606, at 4:00 p.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 July 31, 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 the Corporate General Partner 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 either 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 THE 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 either 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's proxy previously given
is no longer effective. To prevent confusion, the notice of
revocation must be dated. Notices of revocation should be
delivered to The Herman Group, Inc., 2121 San Jacinto Street,
26th Floor, Dallas, Texas 75201. 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
at 150 South Wacker Drive, Suite 3200, Chicago, Illinois 60606
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 sent to the
Partnership's principal executive offices at 150 South Wacker
Drive, Suite 3200, Chicago, Illinois 60606.

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 net 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 30, 1996. Should the Transaction not be consummated by
September 30, 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 September 30, 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 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
applicable to the Partnership or any of its Assets, except as
otherwise disclosed; (vi) the Partnership has made all required
filings with the 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 with the
Commission 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 in the
subsection entitled "Determination of Cash Available for
Distribution." Although the actual cash distribution to the
Limited Partners is not anticipated to vary in any material
respect from the estimated cash distribution, in the event the
actual amount is determined to be materially less than the
estimated amount set forth herein, the approval of the Limited
Partners will be resolicited. 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 gain or loss 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 30, 1996, cash and cash equivalents held
by the Partnership were approximately $607,000. The Operating
General Partners have estimated that Transaction Costs (as
detailed in the section entitled "Special Factors - Costs
Associated with the Transaction") and estimated wind-up costs and
other liabilities of the Partnership net of remaining earnings of
the Partnership will be $164,700. Therefore, the Operating
General Partners estimate the distribution per Unit to be as
follows:

Appraised value of Assets $12,489,100

Cash and cash equivalents as of
June 30, 1996 $ 607,000

Transaction Costs, estimated wind
-up costs and other liabilities net
of remaining earnings $ (164,700)

Estimated cash available for
distribution $12,931,400

Based on the number of issued Units, the estimated cash
available for distribution is the equivalent of $7.92 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 prior to the Effective Time 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 thereto, 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; (xi) by the Partnership, if there
shall have been a failure of the Purchaser to obtain the
necessary commitment for financing as described herein; or (xii)
by the Purchaser, if any of the Affiliated Partnerships are
unable to consummate a merger with and into the Purchaser on
terms reasonably acceptable to the Purchaser. 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.

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
thereto; provided, however, that after the 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
Sale or the amendment and the Sale 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 (excluding net
earnings after July 31, 1996, which are estimated to be nominal
due to the remaining anticipated expenses) 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 Partner's 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 Limited Partners. In all other respects,
the Class A Limited Partners and the Class B Limited Partners
have been and will be treated alike. Due to the special
allocation of depreciation, which resulted in the Class A Limited
Partners receiving certain benefits, such as increased amounts of
depreciation deductions and "tax-sheltered cash flow" (i.e., cash
distributions in excess of taxable income), in the early years of
the Partnership's existence, the Class A Limited Partners were
subject to certain risks, including: (i) allocation of a greater
amount of gain upon the sale of properties which, if such
depreciation deductions are used and not carried forward under
the "passive loss rules," will result in greater tax liability
without receiving greater cash distributions; and (ii) receipt of
smaller cash distributions on the liquidation of the Partnership
and/or the sale of the Assets if there is a loss on the sale of
the properties, which differ from those to which the Class B
Limited Partners 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.

CONFLICTS OF INTEREST

Interests in the Purchaser

The Operating General Partners are affiliated with the
Purchaser and, therefore, they have an indirect economic interest
in consummating the Transaction that may be considered to be in
conflict with the economic interests of the Limited Partners.
This affiliated status results from Jerome J. Brault being an
equity participant in the Purchaser. The final amount of
Mr. Brault's equity participation in the Purchaser has not been
finally determined, but will be dependent on meeting certain
performance standards and, together with the equity participation
of James L. Brault, will range from 0% to 20% (the "Management
Interest"). A small percentage of the Management Interest may be
set aside for officers and employees of the Purchaser (certain of
whom may have been officers or employees of the Corporate General
Partner), which ownership interest would be granted as part of an
employee incentive/benefit program. Mr. Froelich has no
affiliation with the Purchaser. For additional information
regarding the ownership of the Purchaser, see the section
entitled "Certain Information Concerning the Purchaser."
Notwithstanding Jerome J. Brault's ownership interest in the
Purchaser, 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."

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 entitled
"Distributions." As distributions of operating cash flow to the
Limited Partners have been 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, James L. Brault, Executive Vice President and
Secretary, and B. Allen Aynessazian, 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 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.

B. Allen Aynessazian is the Treasurer and Chief Financial
Officer of the Corporate General Partner and of various
corporations affiliated with the Partnership, and a series of
other public limited partnerships affiliated with the
Partnership, including the Affiliated Partnerships. Mr.
Aynessazian joined the Brauvin organization in August 1996.
Prior to that time, he was the Chief Financial Officer of
Giordano's Enterprises, a privately held, 40-restaurant,
family-style pizza chain in the Chicago metropolitan area where he
worked since 1989. While at Giordano's, Mr. Aynessazian was
responsible for all accounting functions, lease negotiations and
financings of new restaurants, equipment and general corporate
debt. From 1987 to 1989, Mr. Aynessazian worked in the
accounting compliance and tax department of KPMG Peat Marwick.
Mr. Aynessazian is a certified public accountant.

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 90 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 all but one of the
properties is 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
operation 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 was $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 is leased to May Department Stores
Company Inc. for ten years, which lease expires 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 was $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 space 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 was $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, Copley, 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, Copley, 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 Foods, Inc. 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 had 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's 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, 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
was $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, from an unaffiliated seller,
for a purchase price of $1,680,000, plus closing costs. The
Florida 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,
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 Florida Property was $20.00, for the
years ended 1995 and 1994.

The Federal income tax basis of the Florida 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, of which $261,649
represented net income of the Partnership. 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 Property. Future changes in the
Partnership's distributions would largely depend on sales of the
Assets resulting in changes to percentage rent and, to a lesser
extent, on rental increases or decreases which will occur due to
changes in the Consumer Price Index or scheduled changes in base
rent and loss of rental payments resulting from defaults and
lease payment reductions due to lease renegotiations. The
Operating General Partners have determined that during the
pendency of the proxy solicitation no future distributions of
operating cash flow will be made to the Limited Partners. As of
the date hereof, the Partnership has no preferred return
deficiency.

Ownership of Units

No person (including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act) is known to the Partnership
to be the beneficial owner of more than 5% of the outstanding
Units as of April 30, 1996, 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 and Annual Report, as amended, on Form 10-K/A,
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/A, excerpts from which are included on Annex III and
Schedule I hereto, and the Quarterly Report on Form 10-Q for the
period ended June 30, 1996, excerpts from which are included on
Annex III and 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. In addition, the
Commission maintains an Internet Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission. The
Partnership's electronic filings are publicly available on this
Web site at http://www.sec.gov.

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 Purchaser is currently owned 1% by Brauvin Real Estate
Funds, Inc., an Illinois corporation, and 99% by Brauvin Net
Realty, LLC, an Illinois limited liability company. Brauvin Real
Estate Funds, Inc. is the manager of the Purchaser and is owned
100% by Brauvin Net Realty, LLC. The board of directors of
Brauvin Real Estate Funds, Inc. will be elected based on the
ultimate ownership of Brauvin Net Realty, LLC. As of the date
hereof, Jerome J. Brault owns 100% of Brauvin Net Realty, LLC.
Brauvin Net Realty, LLC's ownership will change as a result of
the Purchaser's equity offering, as described below. The
Braults' collective ownership in the Purchaser will be limited to
no more than 20% and may be as low as 0% (the "Management
Interest"). For information with respect to the Braults, see
"Certain Information About the Partnership, Its General Partners
and Their Affiliates - The General Partners." A small percentage
of the Management Interest may be set aside for officers and
employees of the Purchaser (certain of whom may have been
officers or employees of the Corporate General Partner), which
ownership interest would be granted as part of an employee
incentive/benefit program. Mr. Froelich has no affiliation with
the Purchaser. The current managers of Brauvin Net Realty, LLC
are Jerome J. Brault and James L. Brault. It is anticipated that
the managers of Brauvin Net Realty, LLC may change based on the
ultimate ownership of the Purchaser.

The Purchaser is in the process of securing equity and debt
financing to consumate the Transaction and the Affiliated Transac-
tions. Thus, the ultimate ownership of the Purchaser will not be
know until the completion of these investment activities. It is
these unrelated institutional investors who will collectively
become the majority equity owners o fthe Purchaser, owning between
80% and 100% of the Purchaser depending on ownership terms to be
negotiated.

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 as Annex
III to this Proxy Statement 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
Reports on Form 10-Q for the quarters ended March 31, 1996 and
June 30, 1996, which are incorporated herein by reference. For
information with respect to obtaining copies of information
incorporated by reference, see the section entitled
"Incorporation by Reference."

The Partnership's ratio of earnings to fixed charges, for
each of June 30, 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 second
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;
4. The Partnership's Current Report on Form 8-K dated
May 23, 1996 and filed on June 21, 1996;
5. The Partnership's Current Report, as amended, on Form
8-K/A dated May 23, 1996 and filed on July 24, 1996;

6. The Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; and
7. 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 at 150 South Wacker Drive, Suite 3200, Chicago,
Illinois 60606, telephone number (312) 443-0922. All such
requests will be sent by first class mail or other equally prompt
means within one business day of receipt of such request.

<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, December 31, 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 $ 40.14 --

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 (b) $8.60 $8.66 $8.74 $8.81 --

<FN>
<FN1>
(a) Net income per Unit and cash distributions 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.

(b) Book value per Unit is based on the Units outstanding at the end of the applicable
period.

</FN>
</TABLE>

<PAGE> SCHEDULE II

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

Selected Income Statement Data:

Six Six
Months Ended Months Ended
June 30, 1996 June 30, 1995

Rental Income $ 761,387 $ 810,681

Interest Income 15,835 12,588

Net Income 480,265 589,685

Net Income Per Unit(a) $ 0.29 $ 0.36

Three Three
Months Ended Months Ended
June 30, 1996 June 30, 1995

Rental Income $ 372,794 $ 409,234

Interest Income 7,563 7,831

Net Income 218,616 289,816

Net Income Per Unit (a) $ 0.13 $ 0.18

Selected Balance Sheet Data:

June 30, 1996 December 31, 1995

Cash and Cash Equivalents $ 607,972 $ 711,167

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

Total Assets 14,669,024 14,850,948

Book Value Per Unit (b) $ 8.50 $ 8.60

____________________________________

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

(b) Book value per Unit was based on the Units outstanding at
the end of the applicable period.

SCHEDULE II
(Continued)

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

Six Months Tweleve
Ended Months Ended
June 30, 1996 December 31, 1995

Selected Partners' Capital
Statement Data:

Cash Distributions to
Limited Partners $ 632,669 $ 1,296,726

Cash Distributions to
Limited Partners Per
Unit (a) $ 0.39 $ 0.80

____________________________________

(a) Cash distributions per Unit are based on the average Units
outstanding during the period 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>
<TABLE>
ANNEX I

VALUATION OF CUSHMAN & WAKEFIELD

Brauvin Corporate Lease Program IV L.P.

<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 (1) 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 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 L.P.

<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> <C>
21 RETAIL PAYLESS SHOESOURCE 10,900 16,950 1955 $1,280,000 $162,161 12.67% 11.00% 11.00%
7 RETAIL COMPUSA (1) 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 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) 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>
ANNEX II

CUSHMAN & WAKEFIELD FAIRNESS OPINION

Cushman & Wakefield, Inc. CUSHMAN &
51 West 52nd Street WAKEFIELD
New York, NY 10019-6178
(212) 841-7500 Improving your place
in the world

August 9, 1996

Brauvin High-Yield Fund L.P.,
Brauvin High-Yield Fund II L.P.,
Brauvin Income Plus III L.P.,
Brauvin Corporate Lease Program IV L.P.

c/o
Brauvin Real Estate Funds
150 South Wacker Drive, Suite 3200
Chicago, IL 60606
ATTN: James Brault

RE: BRAUVIN NET LEASE PORTFOLIO
(HEREIN "ASSIGNMENT")

Gentlemen:

As per our engagement letter (June 3, 1996), Cushman & Wakefield,
Inc. (Cushman & Wakefield) is pleased to submit its opinion regarding
the reasonableness and fairness of the financial terms and conditions
relating to the consideration to be received by the Limited Partners
(Interest Holders) pursuant to the proposed transactions between the
Limited Partnerships listed above and Brauvin Real Estate Funds, L.L.C.

Based upon its review and analysis of the proposed transactions,
Cushman & Wakefield advises the Partnership that, in its opinion, the
price per Unit reflected in the proposed Transaction is fair, from a
financial point of view, to the Limited Partners. Cushman & Wakefield's
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 properties, the
price reflected in the proposed transaction is believed by Cushman &
Wakefield to be reasonable. Although there is no active market in
trading the Units, Cushman & Wakefield notes that for those Units that
have traded the price per Unit was at or below the price per Unit in the
proposed transactions.

Cushman & Wakefield has reviewed and relied upon the analysis
undertaken in its valuation and appraisal work as a basis for
establishing the fairness of the proposed transactions. Other methods
could have been employed to test the fairness of the proposed
transactions and yielded different results. In rendering this opinion,
Cushman & Wakefield notes that it has not considered, and has not
addressed, market conditions and other factors (e.g., whether the sale
of the Properties 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 Properties and result in proceeds to Unit holders greater
or less than the proposed price per Unit. Cushman & Wakefield also
notes that it 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 transactions and the fact that the
existing units are not publicly traded. Furthermore, Cushman &
Wakefield notes that it has not compared the financial terms of the
proposed transactions to the financial terms of other transactions that
might be deemed relevant, given that the proposed transactions involve
all cash to the Limited Partners.

Finally, Cushman & Wakefield has reviewed and analyzed the contract
to purchase the assets of Brauvin Corporate Lease Program IV L.P. which
was submitted by CAPTECH Financial Group, Inc. (CAPTECH) on July 17,
1996. Based upon this analysis, Cushman & Wakefield advised the
Partnership that in its opinion the CAPTECH offer is less favorable to
the Limited Partners than the proposed transaction.

Sincerely,

CUSHMAN & WAKEFIELD, INC.

/s/ Stanley R. Dennis, Jr.
Stanley R. Dennis, Jr. MAI
Director, Manager

/s/ Frank P. Liantonio
Frank P. Liantonio, MAI, CRE
Executive Managing Director

/s/ James W. Montanari
James W. Montanari
Managing Director
<PAGE>

ANNEX III
SELECTED FINANCIAL DATA

TABLE OF CONTENTS

Page
Annual Audited Consolidated Financial Statements:

Independent Auditors' Report . . . . . . . . . . . . . . . . . . III-2

Consolidated Financial Statements:

Consolidated Balance Sheets, December 31, 1995 and
1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-3

Consolidated Statements of Operations, for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . III-4

Consolidated Statements of Partners' Capital, for the
years ended December 31, 1995, 1994 and 1993. . . . . . . . . III-5

Consolidated Statements of Cash Flows, for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . III-6

Notes to Consolidated Financial Statements . . . . . . . . . . III-7

Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . III-11

Quarterly Unaudited Consolidated Financial Statements:

Consolidated Balance Sheets at June 30, 1996 (unaudited) and
December 31,1995 . . . . . . . . . . . . . . . . . . . . . . III-14

Consolidated Statements of Operations for the six months ended
June 30, 1996 and June 30, 1995 (unaudited). . . . . . . . . III-15

Consolidated Statements of Operations for the three months ended
June 30, 1996 and June 30, 1995 (unaudited) . . . . . . . . III-16

Consolidated Statements of Partners' Capital for the period
January 1, 1995 to June 30, 1996 (unaudited) . . . . . . . . III-17

Consolidated Statements of Cash Flows for the six months ended
June 30, 1996 and June 30, 1995 (unaudited). . . . . . . . . III-18

Notes to Consolidated Financial Statements . . . . . . . . . . III-19

Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . III-23
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Partners
Brauvin Corporate Lease Program IV L.P.
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of
Brauvin Corporate Lease Program IV L.P. (a limited partnership) and
subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of operations, partners' capital, and cash
flows for each of the three years in the period ended December 31,
1995. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Brauvin
Corporate Lease Program IV L.P. and its subsidiary at December 31,
1995 and 1994, and the results of their operations and their cash
flows for each of the three years in the period ended December 31,
1995 in conformity with generally accepted accounting principles.

/S/ Deloitte & Touche LLP
Chicago, Illinois
February 9, 1996
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED BALANCE SHEETS

December 31, December 31,
1995 1994
ASSETS

Investment in real estate, at cost:
Land $ 4,315,540 $ 4,315,540
Buildings and improvements 9,993,090 9,993,090
14,308,630 14,308,630
Less: Accumulated depreciation (638,479) (374,342)
Net investment in real estate 13,670,151 13,934,288

Cash and cash equivalents 711,167 569,244
Tenant receivables -- 40,587
Deferred rent receivable 241,119 143,488
Due from affiliates 7,627 14,130
Prepaid offering costs 175,983 179,223
Organization costs (net of accumulated
amortization: 1995-$22,000;1994-$16,000) 8,000 14,000
Other assets 36,901 550
Total Assets $14,850,948 $14,895,510

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Accounts payable and accrued expenses $ 33,660 $ 103,361
Rent received in advance 67,205 50,006
Due to affiliates -- 802
Total Liabilities 100,865 154,169

MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 711,056 726,640

PARTNERS' CAPITAL:
General Partners 10,794 10,794
Limited Partners 14,028,233 14,003,907
Total Partners' Capital 14,039,027 14,014,701

Total Liabilities and Partners' Capital $14,850,948 $14,895,510

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 1995, 1994 and 1993

1995 1994 1993
INCOME:
Rental (Note 4) $1,643,736 $1,571,077 $639,565
Interest 31,777 37,754 124,814
Other 22,938 13,865 --
Total income 1,698,451 1,622,696 764,379

EXPENSES:
Acquisition fees not capitalized -- 97,334 113,224
General and administrative 146,480 164,081 45,650
Management fees (Note 3) 16,428 14,996 6,770
Amortization of organization costs 6,000 6,000 6,000
Depreciation 264,137 254,972 102,314
Total expenses 433,045 537,383 273,958

Income before minority interests in
joint venture 1,265,406 1,085,313 490,421

Minority interests' share in
Brauvin Gwinnett County Venture's
net(income) loss (61,896) (55,032) 2,196

Net income $1,203,510 $1,030,281 $ 492,617

Net income allocated to the General
Partners $ -- $ -- $ 9,852

Net income allocated to the Limited
Partners $1,203,510 $1,030,281 $ 482,765

Net income per Unit outstanding (a) $ 0.74 $ 0.64 $ 0.42

(a) Net income per Unit was 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 Plan.

See accompanying notes to consolidated financial statements.

<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 31, 1995, 1994 and 1993

General Limited
Partners Partners* Total

Balance, January 1, 1993 $942 $5,973,122 $5,974,064

Contributions -- 9,299,798 9,299,798
Subscription receivables -- (78,500) (78,500)
Selling commissions and
other offering costs -- (1,115,998) (1,115,998)
Net income 9,852 482,765 492,617
Cash distributions -- (495,347) (495,347)

Balance, December 31, 1993 10,794 14,065,840 14,076,634
Contributions, net -- 92,094 92,094
Subscription receivables -- 78,500 78,500
Selling commissions and
other offering costs -- (18,072) (18,072)
Net income -- 1,030,281 1,030,281
Cash distributions -- (1,244,736) (1,244,736)
Balance, December 31, 1994 10,794 14,003,907 14,014,701

Contributions, net -- 136,937 136,937
Selling commissions and other
offering costs -- (19,395) (19,395)
Net income -- 1,203,510 1,203,510
Cash distributions -- (1,296,726) (1,296,726)
Balance, December 31, 1995 $10,794 $14,028,233 $14,039,027

* Total Units outstanding, including those raised through the Plan, at
December 31, 1995, 1994 and 1993 were 1,631,872, 1,617,478 and 1,609,009,
respectively. Cash distributions to Limited Partners per Unit were
$0.80, $0.77 and $0.43 for the years ended December 31, 1995, 1994 and
1993, respectively. Cash distributions to Limited Partners 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 distribution reinvestment plan.

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 1995, 1994 and 1993

1995 1994 1993
Cash flow from operating activities:
Net income $1,203,510 $1,030,281 $ 492,617
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 270,137 260,972 108,314
Acquisition fees not capitalized -- 97,334 113,224
Minority interests in Brauvin Gwinnett
County Venture's net income (loss) 61,896 55,032 (2,196)
Decrease (increase) in tenant receivable 40,587 (40,587) --
Increase in deferred rent receivable (97,631) (124,377) (19,111)
Decrease (increase) in due from affiliates 6,503 (9,601) (3,578)
(Increase) decrease in other assets (36,351) 37,022 (8,034)
(Decrease) increase in accounts payable
and accrued expenses (69,701) (62,809) 86,589
Increase in rent received in advance 17,199 44,006 6,000
(Decrease)increase in due to affiliates (802) (16,499) 17,301
Net cash provided by operating activities 1,395,347 1,270,774 791,126

Cash flow from investing activities:
Purchase of real estate -- (4,242,122) (7,869,777)
Rescission of prior year purchase -- -- 1,890,000
Acquisition fees not capitalized -- (97,334) (113,224)
Net cash used in investing activities -- (4,339,456) (6,093,001)

Cash flow from financing activities:
Sale of Units, net of liquidations, selling
commissions and other offering costs 120,782 155,534 8,290,900
Organization costs and offering costs -- (4,701) (101,752)
Cash distributions to Limited Partners (1,296,726)(1,244,736) (495,347)
Cash distribution to minority interest
in Brauvin Gwinnett County Venture (77,480) (71,521) --
Net cash (used in) provided by financing
activities (1,253,424)(1,165,424) 7,693,801
Net increase (decrease) in cash and
cash equivalents 141,923 (4,234,106) 2,391,926
Cash and cash equivalents at beginning
of year 569,244 4,803,350 2,411,424
Cash and cash equivalents at end of year $ 711,167 $ 569,244 $4,803,350

See accompanying notes to consolidated financial statements.
Supplemental Notes to Statements of Cash Flows:

Amounts due to affiliates of $112,857 at December 31, 1992 relating
to the purchase of real estate were paid in 1993.
See accompanying notes to consolidated financial statements
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 1995, 1994 and 1993

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Brauvin Corporate Lease Program IV L.P. (the "Partnership") is a
Delaware limited partnership formed on August 7, 1991 for the purpose of
acquiring debt-free ownership of existing, income-producing retail and
other commercial properties predominantly all of which will be subject
to "triple-net" leases. It is anticipated that these properties will be
leased primarily to corporate lessees of national and regional retail
businesses, service providers and other users consistent with
"triple-net" lease properties. The leases will provide for a base
minimum annual rent and increases in rent such as through participation
in gross sales above a stated level, fixed increases on specific dates
or indexation of rent to indices such as the Consumer Price Index. The
General Partners of the Partnership are Brauvin Realty Advisors IV,
Inc., Jerome J. Brault and Cezar M. Froelich. Brauvin Realty Advisors
IV, Inc. is owned by Messrs. Brault (beneficially)(50%) and Froelich
(50%). Brauvin Securities, Inc., an affiliate of the General Partners,
is the selling agent of the Partnership.

The Partnership filed a Registration Statement on Form S-11 with the
Securities and Exchange Commission which was declared effective on
December 12, 1991. Per the terms of the Restated Limited Partnership
Agreement of the Partnership (the "Agreement"), the minimum of
$1,200,000 of limited partnership interests of the Partnership (the
"Units") necessary for the Partnership to commence operations was
achieved on April 27, 1992. The Partnership's offering was anticipated
to close on December 11, 1992 but the Partnership obtained an extension
until December 11, 1993. A total of 1,600,831 Units were sold to the
public through the offering at $10 per Unit ($16,008,310). Through
December 31, 1995, 1994 and 1993, the Partnership has sold $16,402,428,
$16,240,804 and $16,090,204 of Units, respectively. These totals
include $394,118, $232,494 and $81,494 of Units, respectively, raised by
Limited Partners who utilized their distributions of Operating Cash Flow
to purchase additional Units through the Partnership's distribution
reinvestment plan (the "Plan"). Units valued at $83,706, $58,540 and
$184 have been purchased by the Partnership from Limited Partners
liquidating their investment in the Partnership and have been retired as
of December 31, 1995, 1994, and 1993, respectively. As of
December 31, 1995, the Plan participants own Units which approximate 2%
of the total Units sold.

The Partnership has acquired the land and buildings underlying a
Steak n Shake restaurant, a Children's World Learning Center, two
Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and Biscuit
restaurant, a House of Fabrics store, a Volume ShoeSource store, an East
Side Mario's Restaurant, a Blockbuster Video Store, and a Walden Books
Store. In addition, the Partnership has acquired a 70.2% equity
interest in a joint venture with two entities affiliated with the
Partnership. This venture owns the land and building underlying a
CompUSA store.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.

Accounting Method

The accompanying financial statements have been prepared using the
accrual method of accounting.

Rental Income

Rental income is recognized on a straight-line basis over the life
of the related leases. Differences between rental income earned and
amounts due per the respective lease agreements are credited or charged,
as applicable, to deferred rent receivable.

Federal Income Taxes

Under the provisions of the Internal Revenue Code, the Partnership's
income and losses are reportable by the partners on their respective
income tax returns. Accordingly, no provision is made for Federal
income taxes in the consolidated financial statements. However, in
certain instances, the Partnership has been required under applicable
state law to remit directly to the tax authorities amounts representing
withholding from distributions paid to partners.

Consolidation of Joint Venture

The Partnership owns a 70.2% equity interest in a joint venture,
which owns the land and the buildings underlying one CompUSA store. The
accompanying financial statements have consolidated 100% of the assets,
liabilities, operations and partners' capital of Brauvin Gwinnett County
Venture. All significant intercompany accounts have been eliminated.

Investment in Real Estate

The operating properties acquired by the Partnership are stated at
cost including acquisition costs. Depreciation expense is computed on a
straight-line basis over approximately 39 years.

In 1995, the Partnership adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets"
(SFAS 121). In conjunction with the adoption of SFAS 121, the
Partnership performed an analysis of its long-lived assets, and the
Partnership's management determined that there were no events or changes
in circumstances that indicated that the carrying amount of the assets
may not be recoverable. Accordingly, no impairment loss has been
recorded in the accompanying financial statements.

Organization and Offering Costs

Organization costs represent costs incurred in connection with the
organization and formation of the Partnership. Organization costs are
amortized over a period of five years using the straight-line method.
Offering costs represent costs incurred in selling Units, such as the
printing of the Prospectus and marketing materials have been recorded as
a reduction of Limited Partners' capital.

Prepaid offering costs represent amounts in excess of the defined
percentages of the gross proceeds. Subsequently, gross proceeds are
expected to increase due to the purchase of additional Units through the
Plan and the prepaid offering costs will be transferred to offering
costs and treated as a reduction in Partners' Capital.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt instruments
with an original maturity within three months from date of purchase.

Estimated Fair Value of Financial Instruments

Disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of Financial
Instruments." The estimated fair value amounts have been determined by
using available market information and appropriate valuation
methodologies. However, considerable judgement is necessarily required
in interpreting market data to develop estimates of fair value.

The fair value estimates presented herein are based on information
available to management as of December 31, 1995 and 1994, but may not
necessarily be indicative of the amounts that the Partnership could
realize in a current market exchange. The use of different assumptions
and/or estimation methodologies may have a material effect on the
estimated fair value amounts. Although management is not aware of any
factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively revalued for
purposes of these financial statements since that date, and current
estimates of fair value may differ significantly from amounts presented
herein.

The carrying amounts of the following items are a reasonable estimate
of fair value: cash and cash equivalents; due from affiliates; accounts
payable and accrued expenses; rent received in advance; and due to
affiliates.

(2) PARTNERSHIP AGREEMENT

Distributions

All Operating Cash Flow, as defined in the Partnership Agreement (the
"Agreement"), during the period commencing with the date the Partnership
accepts subscriptions for Units totaling $1,200,000 and terminating on
the Termination Date, as defined in the Prospectus, shall be distributed
to the Limited Partners on a quarterly basis. Distributions of
Operating Cash Flow, if available, shall be made within 45 days
following the end of each calendar quarter or are paid monthly within 15
days of the end of the month, depending upon the Limited Partner's
preference, commencing with the first quarter following the Termination
Date. Operating Cash Flow during such period shall be distributed as
follows: (a) first, to the Limited Partners until the Limited Partners
receive an amount equal to a 9% non-cumulative, non-compounded annual
return on Adjusted Investment, as defined in the Agreement, commencing
on the last day of the calendar quarter in which the Unit was purchased
(the "Current Preferred Return"); and (b) thereafter, any remaining
amounts will be distributed 98% to the Limited Partners (on a pro rata
basis) and 2% to the General Partners.

The net proceeds of a sale or refinancing of a Partnership property
shall be distributed as follows:

first, pro rata to the Limited Partners until each Limited
Partner has received an amount equal to a 10% cumulative,
non-compounded, annual return of Adjusted Investment (the
"Cumulative Preferred Return");

second, to the Limited Partners until each Limited Partner has
received an amount equal to the amount of his Adjusted
Investment, apportioned pro rata based on the amount of the
Adjusted Investment; and

thereafter, 95% to the Limited Partners (apportioned pro rata
based on Units) and 5% to the General Partners.

Profits and Losses

Net profits and losses from operations of the Partnership [computed
without regard to any allowance for depreciation or cost recovery
deductions under the Internal Revenue Code of 1986, as amended (the
"Code")] for each taxable year of the Partnership shall be allocated to
each Partner in the same ratio as the cash distributions received by
such Partner attributable to that period bears to the total cash
distributed by the Partnership. In the event that there are no cash
distributions, net profits and losses from operations of the Partnership
(computed without regard to any allowance for depreciation or cost
recovery deductions under the Code) shall be allocated 99% to the
Limited Partners and 1% to the General Partners. Notwithstanding the
foregoing, all depreciation and cost recovery deductions allowed under
the Code shall be allocated 2% to the General Partners and 98% to the
Class A Investors, as defined in the Agreement.

The net profit of the Partnership from any sale or other disposition
of a Partnership property shall be allocated (with ordinary income being
allocated first) as follows: (a) first, an amount equal to the
aggregate deficit balances of the Partners' Capital Accounts, as such
term is defined in the Agreement, shall be allocated to each Partner who
or which has a deficit Capital Account balance in the same ratio as the
deficit balance of such Partner's Capital Account bears to the aggregate
of the deficit balances of all Partners' Capital Accounts; (b) second,
to the Limited Partners until the Capital Account balances of the
Limited Partners are equal to any unpaid Cumulative Preferred Return as
of such date; (c) third, to the Limited Partners until the Capital
Account balances of the Limited Partners are equal to the sum of the
amount of their Adjusted Investment plus any unpaid Cumulative Preferred
Return; (d) fourth, to the General Partners until their Capital Account
balances are equal to any previously subordinated fees; and (e)
thereafter, 95% to the Limited Partners and 5% to the General Partners.
The net loss of the Partnership from any sale or other disposition of a
Partnership property shall be allocated as follows: (a) first, an
amount equal to the aggregate positive balances in the Partners' Capital
Accounts, to each Partner in the same ratio as the positive balance in
such Partner's Capital Account bears to the aggregate of all Partners'
positive Capital Accounts balances; and (b) thereafter, 95% to the
Limited Partners and 5% to the General Partners.

(3) TRANSACTIONS WITH RELATED PARTIES

The Partnership pays an affiliate of the General Partners an
acquisition fee in the amount of up to 5% of the gross proceeds of the
Partnership's offering for the services rendered in connection with the
process pertaining to the acquisition of a property. Acquisition fees
related to the properties not ultimately purchased by the Partnership
are expensed as incurred.

The Partnership paid an affiliated entity a non-accountable selling
expense allowance in an amount equal to 2% of the gross proceeds of the
Partnership's offering, a portion of which may be reallowed to
participating dealers.

In the event that the Partnership does not use more than 2% of the
gross proceeds of the offering for the payment of legal, accounting,
escrow, filing and other fees incurred in connection with the
organization or formation of the Partnership, the Partnership may pay
the General Partners any unused portion of the 2% of the gross proceeds
of the offering allowed for organization and offering expenses, not to
exceed 1/2% of the gross proceeds of the offering. The General Partners
will use such funds to pay certain expenses of the offering incurred by
them not covered by the definition of organization and offering
expenses.

An affiliate of the General Partners provides leasing and
re-leasing services to the Partnership in connection with the management
of Partnership properties. The property management fee payable to an
affiliate of the General Partners is 1% of the gross revenues of each
Partnership property.

An affiliate of the General Partners or the General Partners will
receive a real estate brokerage commission in connection with the
disposition of Partnership properties. Such commission will be in an
amount equal to the lesser of: (i) 3% of the sale price of the property;
or (ii) 50% of the real estate commission customarily charged for
similar services in the locale of the property being sold; provided,
however, that receipt by the General Partners or one of their affiliates
of such commission is subordinated to receipt by the Limited Partners of
their Current Preferred Return.

An affiliate of one of the General Partners provides securities and
real estate counsel to the Partnership.

Fees, commissions and other expenses paid or payable to the General
Partners or its affiliates for the years ended December 31, 1995, 1994
and 1993 were as follows:
1995 1994 1993

Acquisition fees $ -- $244,503 $377,340
Selling commissions 16,155 15,060 178,905
Management fees 16,428 14,996 6,770
Reimbursable operating expense 61,973 57,835 ---
Legal fees 4,885 46,955 54,910
Non-accountable selling expenses -- --- 96,917

(4) LEASES

The Partnership's rental income is principally obtained from tenants
through rental payments provided under triple-net noncancelable
operating leases. The leases provide for a base minimum annual rent and
increases in rent such as through participation in gross sales above a
stated level.

The following is a schedule of noncancelable future minimum rental
payments due to the Partnership under operating leases of Partnership
properties as of December 31, 1995:

Year Ending December 31:

1996 $ 1,382,887
1997 1,373,608
1998 1,391,902
1999 1,443,065
2000 1,458,158
Thereafter 11,803,210
$ 18,852,830

Additional rent based on percentages of tenant sales increases was
$21,620 and $11,175 in 1995 and 1994, respectively.

<PAGE>
Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources

The Partnership commenced an offering to the public on December 12,
1991 of 3,300,000 Units, 300,000 of which are available only through the
Plan. The Offering was anticipated to close on December 11, 1992, but
was extended until December 11, 1993 with the appropriate governmental
approvals. None of the Units were subscribed and issued between
December 12, 1991 and December 31, 1991, pursuant to the Offering. The
Offering was conditioned upon the sale of $1,200,000, which was achieved
on April 27, 1992. The Partnership raised a total of $16,008,310
through the Offering and an additional $394,118 through the Plan through
December 31, 1995. As of December 31, 1995, Units valued at $83,706
have been purchased by the Partnership from Limited Partners liquidating
their original investment and have been retired.

On November 9, 1993, the Partnership purchased a 70.2% interest in
a joint venture (the "Joint Venture") with affiliated public limited
real estate partnerships that acquired the land and building underlying
a 25,000 square foot CompUSA computer superstore, from an unaffiliated
seller (the "Seller") for $2,350,000, plus closing costs. The Seller
undertook to expand the store by an additional 1,150 square feet
pursuant to a lease amendment executed by the Tenant, as hereinafter
defined. The store was completed in March 1993, and is leased to
CompUSA, Inc. (the "Tenant"), a NYSE-listed company, for a minimum term
of 15 years upon completion of the expansion space. The Tenant has the
option to renew the lease for up to four additional terms of five years
each. 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 area every five years beginning in the sixth lease
year.

On January 18, 1994, the Partnership purchased the land and the
6,240 square foot building (the "East Side Mario's Property") underlying
an East Side Mario's restaurant, located in Copley, Ohio, from Morgan's
Foods, Inc. for $1,435,000 plus closing costs. Morgan's Food is the
East Side Mario's franchisee for the State of Ohio. 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 store is leased to Morgan's
Creative Concepts, Inc. and the lease is guaranteed by the parent
company, Morgan's Food, Inc. for 20 years expiring on January 31, 2014,
plus two ten year 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 East Side Mario's Property under a triple-net
lease whereby the tenant pays for all expenses related to the East Side
Mario's Property including real estate taxes, insurance, and maintenance
and repair costs.

On February 23, 1994, the Partnership purchased the land and the
7,028 square foot building (the "Blockbuster Property") underlying a
Blockbuster Video store located in Eagan, Minnesota, from an
unaffiliated seller, for a purchase price of $905,000 plus closing
costs. The Blockbuster Property is leased to Mid-America Entertainment
Company (the "Blockbuster Tenant"), a privately held company under an
existing lease for a ten year period expiring on November 30, 2003. The
Blockbuster Tenant has the option to renew the lease for two additional
five year periods. The Blockbuster Tenant is the exclusive Blockbuster
Video franchisee for most of the State of Minnesota and parts of Iowa.
The Blockbuster Tenant is obligated to pay base minimum rent each month
in the amount of $8,931 plus periodic increases beginning in the third
lease year.

The Blockbuster Tenant leased the Blockbuster Property under a
triple-net lease whereby the Blockbuster Tenant pays for all expenses
related to the Blockbuster property including real estate taxes,
insurance premiums, maintenance and repair costs. The Partnership is
responsible for repairs to the roof and structure. The General Partners
believe that these items will be non-material during the lease term as
the building was completed in November 1993 and the Partnership obtained
a roof guarantee for the duration of the lease term. The Partnership
may reserve a portion of the rent for possible repairs in the future.

On February 28, 1994, the Partnership purchased the land and the
8,500 square foot building (the "Walden Books 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. (the "Walden Books Tenant") for
a minimum term ending January 31, 2009. Walden Books, Inc. is one of
the largest bookstore chains in the country with approximately 1,150
stores and gross revenues of over one billion dollars. The Walden Books
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 Walden Books Tenant is also obligated to pay percentage rent based
on the total annual sales which exceed a pre-established amount.

The Walden Books Tenant leased the Walden Books Property under a
triple-net lease whereby the Walden Books Tenant pays for all expenses
related to the Walden Books Property including real estate taxes,
insurance premiums and maintenance and repair costs. The Partnership is
responsible for repairs to the roof and structure. The General Partners
believe these items will be minimal during the lease term as the
building is in good condition. The Partnership may reserve a portion of
the rent for possible repairs in the future.

Below is a table summarizing the historical data for distribution rates
per annum:

Distribution
Date 1996 1995 1994 1993 1992

February 15 8.00% 8.00% 6.50% 6.00% --

May 15 8.00 7.00 6.00 3.68%

August 15 8.00 8.00 5.00 7.00

November 15 8.00 10.00 5.50 6.00

Future increases in the Partnership's distributions will largely
depend on increased sales at the Partnership's properties resulting in
additional percentage rent and to a lesser extent on rental increases
which will occur due to increases in receipts from certain leases based
upon increases in the Consumer Price Index or scheduled increases of
base rent.

The Partnership has engaged an independent third party to perform
valuations of the Partnership's investments in real estate as of
December 31, 1995.

Results of Operations - 1995

Results of operations for the year ended December 31, 1995 reflected
net income of $1,203,510 compared to $1,030,281 for the year ended
December 31, 1994, an increase of $173,229. Net income primarily
increased by a decline in the expense category of acquisition fees not
capitalized of approximately $97,000, which was a result of the
Partnership being completely invested by February 1994. An increase in
rental income of approximately $73,000 also contributed to the increase
in net income when comparing 1995 to 1994. Rental income increased due
primarily to 1995 reflecting a full year of operations for the three
properties that the Partnership purchased in 1994.

Results of Operations - 1994

Results of operations for 1994 reflected net income of $1,030,281 as
compared to $492,617 for 1993. Increase in net income and gross income
were due primarily to 1994 reflecting a full year of operations for
properties acquired during 1993 as well as the operations of three
additional properties acquired in 1994. Other income of approximately
$9,500 represents tenant reimbursements as a result of the lease
associated with the House of Fabrics tenant. The Partnership used
approximately $4,242,000 to acquire properties in 1994 and became
completely invested by February 1994.

Results of Operations - 1993

Results of operations for 1993 and 1992 reflected net income of
$492,617 and $47,090, respectively. The Partnership's gross income of
$764,379 was derived from rental income and interest income on its
uninvested cash balances. Increases in net income and gross income in
1993 over 1992 were due primarily to 1993 reflecting a full year of
operations for properties acquired during 1992 as well as the operations
of additional properties acquired in 1993.

The Partnership generated net cash from operations in 1993 of
$791,126, which was used to make distributions to Limited Partners based
upon cash flow and anticipated earnings, on May 15, 1993, August 15,
1993, November 13, 1993 and February 15, 1994 in respect of the first,
second, third and fourth quarters of 1993, respectively. The
Partnership received net cash from financing activities of approximately
$7,700,000 derived primarily from the Partnership's offering of Units,
net of $495,347 of cash distributions to Limited Partners. The
Partnership used approximately $6,000,000 to acquire properties in 1993.
As of December 31, 1993, the Partnership had approximately $4,800,000 of
cash on hand, a majority of which is anticipated to be used to purchase
additional properties.

Impact of Inflation

The Partnership anticipates that the operations of the Partnership
should not be significantly impacted by inflation. To offset any
potential adverse effects of inflation, the Partnership will endeavor to
require each of its tenants to execute "triple-net" leases with the
tenant being responsible for all operating expenses, insurance and real
estate taxes. In addition, several of the leases require escalations of
rent based upon increases in the Consumer Price Index, scheduled
increases in base rents, or tenant sales.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED BALANCE SHEETS

Unaudited Audited
June 30, December 31,
1996 1995
ASSETS
Investment in real estate, at cost:
Land $ 4,315,540 $ 4,315,540
Buildings and improvements 9,993,090 9,993,090
14,308,630 14,308,630
Less: accumulated depreciation (770,547) (638,479)
Net investment in real estate 13,538,083 13,670,151

Cash and cash equivalents 607,972 711,167
Tenant receivables 325 --
Deferred rent receivable 301,614 241,119
Due from affiliates -- 7,627
Prepaid offering costs 175,163 175,983
Organization costs (net of
accumulated amortization of
$25,000 and $22,000, respectively) 5,000 8,000
Other assets 40,867 36,901
Total Assets $14,669,024 $14,850,948

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued
expenses $ 48,116 $ 33,660
Rent received in advance 27,050 67,205
Total Liabilities 75,166 100,865

MINORITY INTERESTS IN BRAUVIN
GWINNETT COUNTY VENTURE 706,170 711,056

PARTNERS' CAPITAL:
General Partners 10,794 10,794
Limited Partners 13,876,894 14,028,233
Total Partners' Capital 13,887,688 14,039,027

Total Liabilities and
Partners' Capital $14,669,024 $14,850,948

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30,
(Unaudited)

1996 1995

INCOME:
Rental $761,387 $ 810,681
Interest 15,835 12,588
Other 1,713 7,188
Total income 778,935 830,457

EXPENSES:
General and administrative 125,630 67,280
Management fees (Note 3) 7,098 8,363
Amortization of organization costs 3,000 3,000
Depreciation 132,068 132,068
Total expenses 267,796 210,711

Income before minority interests
in joint venture 511,139 619,746

Minority interests' share in Brauvin
Gwinnett County Venture's net income (30,874) (30,061)

Net income $480,265 $589,685

Net income allocated to the
Limited Partners $480,265 $589,685

Net income per Unit outstanding (a) $ 0.29 $ 0.36

(a)Net income per Unit was based on the average Units outstanding
during the period 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
distribution reinvestment plan (the "Plan").

See accompanying notes to consolidated financial statements.
<PAGE>

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30,
(Unaudited)

1996 1995

INCOME:
Rental $372,794 $409,234
Interest 7,563 7,831
Other 135 (6,005)
Total income 380,492 411,060

EXPENSES:
General and administrative 75,858 34,344
Management fees (Note 3) 3,453 3,993
Amortization of organization costs 1,500 1,500
Depreciation 66,034 66,033
Total expenses 146,845 105,870

Income before minority interests
in joint venture 233,647 305,190
Minority interests' share in Brauvin
Gwinnett County Venture's net income (15,031) (15,374)

Net income $218,616 $289,816

Net income allocated to the
Limited Partners $218,616 $289,816

Net income per Unit outstanding (a) $ 0.13 $ 0.18

(a)Net income per Unit was based on the average Units outstanding during the
period 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 Plan.

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
For the periods from January 1, 1995 through June 30, 1996
(Unaudited)

General Limited
Partners Partners* Total

Balance, January 1, 1995 $10,794 $14,003,907 $14,014,701

Contributions, net -- 136,937 136,937
Selling commissions and other
offering costs (Note 1) -- (19,395) (19,395)
Net income -- 1,203,510 1,203,510
Cash distributions -- (1,296,726) (1,296,726)

Balance, December 31, 1995 10,794 14,028,233 14,039,027

Contributions, net -- 5,982 5,982
Selling commissions and other
offering costs (Note 1) -- (4,917) (4,917)
Net income -- 480,265 480,265
Cash distributions -- (632,669) (632,669)

Balance, June 30, 1996 $10,794 $13,876,894 $13,887,688

*Total Units sold, including those raised through the Plan, at June 30, 1996
and December 31, 1995 were 1,632,510 and 1,631,872, respectively. Cash
distributions to Limited Partners per Unit were $0.39 and $0.80 for the six
months ended June 30, 1996 and the year ended December 31, 1995,
respectively. Cash distributions to Limited Partners per Unit are based on
the average Units outstanding during the period 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
Plan.

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
(Unaudited)

1996 1995

Cash flows from operating activities:
Net income $ 480,265 $ 589,685
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 135,068 135,069
Minority interests in Brauvin Gwinnett
County Venture's net income 30,874 30,061
(Increase) decrease in tenant receivable (325) 20,379
Increase in deferred rent receivable (60,495) (56,297)
Decrease in prepaid offering costs -- 1,601
Decrease in due from affiliates 7,627 7,241
Increase in other assets (3,966) (2,460)
Increase in accounts payable and
accrued expenses 14,456 23,361
Decrease in rent received in advance (40,155) (50,006)
Increase in due to affiliates -- 450
Net cash provided by operating activities 563,349 699,084

Cash flows from financing activities:
Sale of Units, net of liquidations, selling
commissions and other offering costs 1,885 45,433
Cash distributions to Limited Partners (632,669) (650,865)
Cash distribution to minority interests
in Brauvin Gwinnett County Venture (35,760) (40,230)
Net cash used in financing activities (666,544) (645,662)

Net (decrease) increase in cash and
cash equivalents (103,195) 53,422
Cash and cash equivalents at beginning
of period 711,167 569,244
Cash and cash equivalents at end of period $607,972 $ 622,666

See accompanying notes to consolidated financial statements.
<PAGE>
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
(a Delaware limited partnership)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Brauvin Corporate Lease Program IV L.P. (the "Partnership") is
a Delaware limited partnership formed on August 7, 1991 for the
purpose of acquiring debt-free ownership of existing,
income-producing retail and other commercial properties predominantly
all of which will be subject to "triple-net" leases. It is
anticipated that these properties will be leased primarily to
corporate lessees of national and regional retail businesses, service
providers and other users consistent with "triple-net" lease
properties. The leases will provide for a base minimum annual rent
and increases in rent such as through participation in gross sales
above a stated level, fixed increases on specific dates or indexation
of rent to indices such as the Consumer Price Index. The General
Partners of the Partnership are Brauvin Realty Advisors IV, Inc.,
Jerome J. Brault and Cezar M. Froelich. Brauvin Realty Advisors IV,
Inc. is owned by Messrs. Brault (beneficially)(50%) and Froelich
(50%). Brauvin Securities, Inc., an affiliate of the General
Partners, is the selling agent of the Partnership.

The Partnership filed a Registration Statement on Form S-11 with
the Securities and Exchange Commission which was declared effective
on December 12, 1991. Per the terms of the Restated Limited
Partnership Agreement of the Partnership (the "Agreement"), the
minimum of $1,200,000 of limited partnership interests of the
Partnership (the "Units") necessary for the Partnership to commence
operations was achieved on April 27, 1992. The Partnership's
offering was anticipated to close on December 11, 1992 but the
Partnership obtained an extension until December 11, 1993. A total
of 1,600,831 Units were sold to the public through the offering at
$10 per Unit ($16,008,310). Through June 30, 1996 and
December 31, 1995 the Partnership has sold $16,443,810 and
$16,402,428 of Units, respectively. These totals include $435,100
and $394,118 of Units, respectively, raised by Limited Partners who
utilized their distributions of Operating Cash Flow to purchase
additional Units through the Partnership's distribution reinvestment
plan (the "Plan"). Units valued at $118,706 and $83,706 have been
purchased by the Partnership from Limited Partners liquidating their
investment in the Partnership and have been retired as of June 30,
1996 and December 31, 1995, respectively. As of June 30, 1996, the
Plan participants own Units which approximate 3% of the total Units
sold.

The Partnership has acquired the land and buildings underlying
a Steak n Shake restaurant, a Children's World Learning Center, two
Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and Biscuit
restaurant, a House of Fabrics store, a Volume ShoeSource store, an
East Side Mario's Restaurant, a Blockbuster Video Store, and a Walden
Books Store. In addition, the Partnership has acquired a 70.2%
equity interest in a joint venture with two entities affiliated with
the Partnership. This venture owns the land and building underlying
a CompUSA store.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from these estimates.

Accounting Method

The accompanying financial statements have been prepared using
the accrual method of accounting.

Rental Income

Rental income is recognized on a straight-line basis over the
life of the related leases. Differences between rental income earned
and amounts due per the respective lease agreements are credited or
charged, as applicable, to deferred rent receivable.

Federal Income Taxes

Under the provisions of the Internal Revenue Code, the
Partnership's income and losses are reportable by the partners on
their respective income tax returns. Accordingly, no provision is
made for Federal income taxes in the consolidated financial
statements. However, in certain instances, the Partnership has been
required under applicable state law to remit directly to the tax
authorities amounts representing withholding from distributions paid
to partners.

Consolidation of Joint Venture

The Partnership owns a 70.2% equity interest in a joint venture,
which owns the land and the buildings underlying one CompUSA store.
The accompanying financial statements have consolidated 100% of the
assets, liabilities, operations and partners' capital of Brauvin
Gwinnett County Venture. All significant intercompany accounts have
been eliminated.

Investment in Real Estate

The operating properties acquired by the Partnership are stated
at cost including acquisition costs. Depreciation expense is computed
on a straight-line basis over approximately 39 years.

In 1995, the Partnership adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets" (SFAS 121). In conjunction with the adoption of SFAS
121, the Partnership performed an analysis of its long-lived assets,
and the Partnership's management determined that there were no events
or changes in circumstances that indicated that the carrying amount
of the assets may not be recoverable. Accordingly, no impairment
loss has been recorded in the accompanying financial statements.

Organization and Offering Costs

Organization costs represent costs incurred in connection with
the organization and formation of the Partnership. Organization
costs are amortized over a period of five years using the straight-
line method. Offering costs represent costs incurred in selling
Units, such as the printing of the Prospectus and marketing materials
have been recorded as a reduction of Limited Partners' capital.

Prepaid offering costs represent amounts in excess of the
defined percentages of the gross proceeds. Subsequently, gross
proceeds are expected to increase due to the purchase of additional
Units through the Plan and the prepaid offering costs will be
transferred to offering costs and treated as a reduction in Partners'
Capital.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt
instruments with an original maturity within three months from date
of purchase.

Estimated Fair Value of Financial Instruments

Disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments." The estimated fair value amounts have been
determined by using available market information and appropriate
valuation methodologies. However, considerable judgement is
necessarily required in interpreting market data to develop estimates
of fair value.

The fair value estimates presented herein are based on
information available to management as of June 30, 1996 and December
31, 1995, but may not necessarily be indicative of the amounts that
the Partnership could realize in a current market exchange. The use
of different assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts. Although
management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements
since that date, and current estimates of fair value may differ
significantly from amounts presented herein.

The carrying amounts of the following items are a reasonable
estimate of fair value: cash and cash equivalents; due from
affiliates; accounts payable and accrued expenses; and rent received
in advance.

Reclassifications

Certain reclassifications have been made to the 1995 financial
statements to conform to classifications adopted in 1996.

(2) PARTNERSHIP AGREEMENT

Distributions

All Operating Cash Flow, as defined in the Partnership Agreement
(the "Agreement"), during the period commencing with the date the
Partnership accepts subscriptions for Units totaling $1,200,000 and
terminating on the Termination Date, as defined in the Prospectus,
shall be distributed to the Limited Partners on a quarterly basis.
Distributions of Operating Cash Flow, if available, shall be made
within 45 days following the end of each calendar quarter or are paid
monthly within 15 days of the end of the month, depending upon the
Limited Partner's preference, commencing with the first quarter
following the Termination Date. Operating Cash Flow during such
period shall be distributed as follows: (a) first, to the Limited
Partners until the Limited Partners receive an amount equal to a 9%
non-cumulative, non-compounded annual return on Adjusted Investment,
as defined in the Agreement, commencing on the last day of the
calendar quarter in which the Unit was purchased (the "Current
Preferred Return"); and (b) thereafter, any remaining amounts will be
distributed 98% to the Limited Partners (on a pro rata basis) and 2%
to the General Partners.

The net proceeds of a sale or refinancing of a Partnership
property shall be distributed as follows:

thereafter, 95% to the Limited Partners (apportioned pro rata
based on Units) and 5% to the General Partners.

Profits and Losses

Net profits and losses from operations of the Partnership
[computed without regard to any allowance for depreciation or cost
recovery deductions under the Internal Revenue Code of 1986, as
amended (the "Code")] for each taxable year of the Partnership shall
be allocated to each Partner in the same ratio as the cash
distributions received by such Partner attributable to that period
bears to the total cash distributed by the Partnership. In the event
that there are no cash distributions, net profits and losses from
operations of the Partnership (computed without regard to any
allowance for depreciation or cost recovery deductions under the
Code) shall be allocated 99% to the Limited Partners and 1% to the
General Partners. Notwithstanding the foregoing, all depreciation
and cost recovery deductions allowed under the Code shall be
allocated 2% to the General Partners and 98% to the Class A
Investors, as defined in the Agreement.

The net profit of the Partnership from any sale or other
disposition of a Partnership property shall be allocated (with
ordinary income being allocated first) as follows: (a) first, an
amount equal to the aggregate deficit balances of the Partners'
Capital Accounts, as such term is defined in the Agreement, shall be
allocated to each Partner who or which has a deficit Capital Account
balance in the same ratio as the deficit balance of such Partner's
Capital Account bears to the aggregate of the deficit balances of all
Partners' Capital Accounts; (b) second, to the Limited Partners
until the Capital Account balances of the Limited Partners are equal
to any unpaid Cumulative Preferred Return as of such date; (c)
third, to the Limited Partners until the Capital Account balances of
the Limited Partners are equal to the sum of the amount of their
Adjusted Investment plus any unpaid Cumulative Preferred Return; (d)
fourth, to the General Partners until their Capital Account balances
are equal to any previously subordinated fees; and (e) thereafter,
95% to the Limited Partners and 5% to the General Partners. The net
loss of the Partnership from any sale or other disposition of a
Partnership property shall be allocated as follows: (a) first, an
amount equal to the aggregate positive balances in the Partners'
Capital Accounts, to each Partner in the same ratio as the positive
balance in such Partner's Capital Account bears to the aggregate of
all Partners' positive Capital Accounts balances; and (b) thereafter,
95% to the Limited Partners and 5% to the General Partners.

(3) TRANSACTIONS WITH RELATED PARTIES

The Partnership pays an affiliate of the General Partners an
acquisition fee in the amount of up to 5% of the gross proceeds of
the Partnership's offering for the services rendered in connection
with the process pertaining to the acquisition of a property.
Acquisition fees related to the properties not ultimately purchased
by the Partnership are expensed as incurred.

The Partnership paid an affiliated entity a non-accountable
selling expense allowance in an amount equal to 2% of the gross
proceeds of the Partnership's offering, a portion of which may be
reallowed to participating dealers.

In the event that the Partnership does not use more than 2% of
the gross proceeds of the offering for the payment of legal,
accounting, escrow, filing and other fees incurred in connection with
the organization or formation of the Partnership, the Partnership may
pay the General Partners any unused portion of the 2% of the gross
proceeds of the offering allowed for organization and offering
expenses, not to exceed 1/2% of the gross proceeds of the offering.
The General Partners will use such funds to pay certain expenses of
the offering incurred by them not covered by the definition of
organization and offering expenses.

An affiliate of the General Partners provides leasing and
re-leasing services to the Partnership in connection with the
management of Partnership properties. The property management fee
payable to an affiliate of the General Partners is 1% of the gross
revenues of each Partnership property.

An affiliate of the General Partners or the General Partners
will receive a real estate brokerage commission in connection with
the disposition of Partnership properties. Such commission will be
in an amount equal to the lesser of: (i) 3% of the sale price of the
property; or (ii) 50% of the real estate commission customarily
charged for similar services in the locale of the property being
sold; provided, however, that receipt by the General Partners or one
of their affiliates of such commission is subordinated to receipt by
the Limited Partners of their Current Preferred Return.

An affiliate of one of the General Partners provides securities
and real estate counsel to the Partnership.

Fees, commissions and other expenses paid or payable to the
General Partners or its affiliates for the six months ended June 30,
1996 and 1995 were as follows:

1996 1995

Selling commissions $ 4,098 $ 7,961
Management fees 7,098 8,363
Reimbursable operating expense 39,000 34,800
Legal fees 3,304 1,050

<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations.

Liquidity and Capital Resources

The Partnership commenced an offering to the public on
December 12, 1991 of 3,300,000 Units, 300,000 of which are
available only through the Partnership's distribution reinvestment
plan (the "Plan"). The offering was anticipated to close on
December 11, 1992, but was extended until December 11, 1993 with
the appropriate governmental approvals. None of the Units were
subscribed and issued between December 12, 1991 and December 31,
1991, pursuant to the Partnership's public offering. The offering
was conditioned upon the sale of $1,200,000, which was achieved on
April 27, 1992. The Partnership raised a total of $16,008,710
through the initial offering and an additional $435,100 through the
distribution reinvestment plan through June 30, 1996. As of June
30, 1996 Units valued at $118,706 have been purchased by the
Partnership from Limited Partners liquidating their original
investment and have been retired.

The Partnership has acquired the land and buildings underlying
a Steak n Shake restaurant, a Children's World Learning Center,
two Chuck E. Cheese's restaurants, a Mrs. Winner's Chicken and
Biscuit restaurant, a House of Fabrics store, a Volume ShoeSource
store, an East Side Mario's Restaurant, a Blockbuster Video Store,
and a Walden Books Store. In addition, the Partnership has
acquired a 70.2% equity interest in a joint venture with two
entities affiliated with the Partnership. This venture owns the
land and building underlying a CompUSA store.

The Partnership is fully invested in properties with the
exception of funds raised through the Plan. These operating
properties are expected to generate cash flow for the Partnership
after deducting certain operating and general and administrative
expenses from their rental income.

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
property at the end of January 1996. House of Fabrics vacated the
property on January 31, 1996. The Partnership has engaged a
national brokerage firm to assist in re-leasing this property.

Below is a table summarizing the historical data for
distributions per Unit:

Distribution
Date 1996 1995 1994 1993 1992

February 15 $.2000 $.2000 $.1625 $.1500 --

May 15 .1875 .2000 .1750 .1500 $.0920

August 15 .2000 .2000 .1250 .1750

November 15 .2000 .2500 .1375 .1500

Future increases in the Partnership's distributions will depend
on increased sales at the Partnership's properties, resulting in
additional percentage rent. Rental increases, to a lesser extent,
may occur due to increases in receipts from certain leases based
upon increases in the Consumer Price Index or scheduled increases
of base rent.

The Partnership has entered into an Agreement for Purchase and
Sale of Assets dated as of June 14, 1996 (the "Sale Agreement")
with Brauvin Real Estate Funds L.L.C., a Delaware limited liability
company (the "Purchaser"). Pursuant to the terms of the Sale
Agreement, the Partnership proposes to sell substantially all of
the Partnership's properties (the "Assets"). In connection with
the Sale, the beneficial owners (the "Limited Partners") of the
limited partnership interests of the Partnership (the "Units") will
receive approximately $7.92 per Unit in cash (as hereinafter
defined). If the Transaction is approved and certain conditions are
met, the Partnership will be liquidated and dissolved (the
"Liquidation") and those investors who entered into the Partnership
as Class A Investors (those not in need of passive income) (the
"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
Class B Investors (those who are tax-exempt or seeking passive
income to offset passive losses) (the "Class B Limited Partners")
will receive a liquidating distribution of approximately $8.44 to
$8.73 per Unit. The affirmative vote of the Limited Partners
holding a majority of the Units is necessary to approve the Merger.

The Partnership is currently in the process of drafting a proxy
statement, which will require prior review and comment by the
Securities and Exchange Commission (the "Commission"), 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 at
a date in the near future. The purpose of the Special Meeting is
to vote upon the Sale and certain other matters as described
herein. The preliminary proxy materials of the Partnership have
been filed with the Commission.

By approving the Sale, the Limited Partners will also be
approving an amendment of the Partnership Agreement of the
Partnership, as amended (the "Partnership Agreement") 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 approval of the general partners of a
partnership is not necessary to approve the Transaction. The
Partnership Agreement does not provide the Limited Partners not
voting in favor of the Transaction with dissenters' appraisal
rights.

The actual liquidating distribution will be based upon the cash
proceeds from the Sale, plus all remaining cash of the Partnership
(which will include earnings only through July 31, 1996), less 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) the winding up of the Partnership, including
preparation of the final audit, tax return and K-1s (collectively,
the "Transaction Costs") and less all other outstanding Partnership
liabilities.

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 has preliminarily determined that the
fair market value of the Assets of the Partnership is $12,489,100,
which is approximately $7.65 per Unit. In addition, Cushman &
Wakefield is finalizing its opinion as to the fairness of the
Transaction to the Limited Partners from a financial point of view.

The General Partners are Jerome J. Brault, the managing general
partner of the Partnership (the "Managing General Partner"),
Brauvin Realty Advisors IV, Inc., the corporate general partner of
the Partnership (the "Corporate General Partner") and Cezar M.
Froelich. Mr. Froelich gave notice of his intent to resign as a
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. 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.

The Managing General Partner and his son, James L. Brault, an
executive officer of the Corporate General Partner, will have a
minority ownership interest in the Purchaser. Therefore, the
Braults have an indirect economic interest in consummating the
Transaction that is in conflict with the economic interests of the
Limited Partners. Mr. Froelich has no affiliation with the
Purchaser.

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 Brauvin
High Yield Fund L.P., Brauvin High Yield Fund L.P. II and Brauvin
Income Plus L.P. III, Delaware limited partnerships affiliated with
the Partnership.

The General Partners have temporarily suspended all
distributions to Limited Partners and liquidations until there is
a vote on the Transaction.

Results of Operation - Six Months Ended June 30, 1996 and 1995

Results of operations for the six months ended June 30, 1996
reflected net income of $480,265 compared to net income of $589,685
for the six months ended June 30, 1995, a decrease of approximately
$109,400. The decrease in net income is a result of an increase in
general and administrative expense, which was a result of the
Partnership hiring an independent real estate company to conduct
property valuations, the Transaction professional fees paid and the
expenses associated with the House of Fabrics vacancy.

Total income was $778,935 in 1996 as compared to $830,457 in
1995, a decrease of approximately $51,500. The decrease in total
income is due to 1996 rental income reflecting a month of
operations of the House of Fabrics property, while 1995 reflects a
full six month period.

Total expenses were $267,796 in 1996 as compared to $210,711 in
1995, an increase of approximately $57,100. The increase in
expenses is primarily the result of an increase in general and
administrative expense due to the Partnership hiring an independent
real estate company to conduct property valuations. General and
administrative expense also increased in 1996 compared to 1995 as
a result of legal and other professional fees paid as a result of
the Transaction. Additionally, general and adminsitrative expenses
increased as consequence of the vacancy at the House of Fabrics.

Results of Operation - Three Months Ended June 30, 1996 and 1995

Results of operations for the three months ended June 30, 1996
reflected net income of $218,616 compared to net income of $289,816
for the three months ended June 30, 1995, a decrease of
approximately $71,200. The decrease in net income is a result of
an increase in general and administrative expense, which was a
result of the Partnership hiring an independent real estate company
to conduct property valuations, the Transaction professional fees
paid and the expenses associated with the House of Fabrics vacancy.

Total income was $380,492 in 1996 as compared to $411,060 in
1995, a decrease of approximately $30,600. The decrease in total
income is due to 1996 rental income reflecting no rental income
from the operations of the House of Fabrics property, while 1995
reflects a full three month period.

Total expenses were $146,845 in 1996 as compared to $105,870 in
1995, an increase of approximately $41,000. The increase in
expenses is primarily the result of an increase in general and
administrative expense due to the Partnership hiring an independent
real estate company to conduct property valuations. General and
administrative expense also increased in 1996 compared to 1995 as
a result of legal and other professional fees paid as a result of
the Transaction. Additionally, general and adminsitrative expenses
increased as consequence of the vacancy at the House of Fabrics.
<PAGE>

PROXY PROXY

BRAUVIN CORPORATE LEASE PROGRAM IV L.P.
SPECIAL MEETING OF LIMITED PARTNERS

THIS PROXY IS SOLICITED ON BEHALF OF
BRAUVIN CORPORATE LEASE PROGRAM IV L.P.

The undersigned hereby appoints Jerome J. Brault or his
designee with full power of substitution, the attorney and the
proxy of the undersigned, to represent and to vote, as designated
below, all units of limited partnership interest ("Units") of
Brauvin Corporate Lease Program IV L.P., a Delaware limited
partnership (the "Partnership") that the undersigned is entitled
to vote if personally present at the Special Meeting of Limited
Partners of the Partnership to be held on September 24, 1996, at
4:00 p.m. (Chicago time), at the offices of the Partnership, 150
South Wacker Drive, Suite 3200, Chicago, Illinois 60606 and at
any adjournment(s) or postponement(s) thereof. This proxy
revokes all prior proxies given by the undersigned.

The Proposals to authorize are:

1. Approval of the sale of substantially all of the assets
of the Partnership to Brauvin Real Estate Funds, L.L.C., a
Delaware limited liability company and the liquidation and
dissolution of the Partnership, which approval will automatically
result in the adoption of an amendment to the Partnership's
Restated Limited Partnership Agreement, as amended, to allow the
Partnership to sell or lease property to affiliates.

For Against Abstain

2. In his discretion, the proxy is authorized to vote upon
such other business as may properly come before the Special
Meeting or any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED LIMITED PARTNER. IF NO
DIRECTION IS MADE ON THIS CARD, THE PROXY WILL BE VOTED "FOR"
PROPOSALS 1 & 2.

(Please See Reverse Side)
<PROXY>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED PRE-PAID ENVELOPE OR DELIVER TO: The Herman Group,
Inc., 2121 San Jacinto St., 26th Floor, Dallas, Texas 75201. If
you have any questions, please call (800) 992-6145. Facsimile
copies of the front and reverse sides of this Proxy, properly
completed and duly executed, will be accepted at (214) 999-9348
or (214) 999-9323.

Dated:________________________,
1996

___________________________________
Signature

___________________________________
Signature (if held jointly)

___________________________________
Title

Please sign exactly as name appears
hereon. When interests are held by
joint tenants, both should sign.
When signing as an attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please
sign in name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
<PAGE>

SPECIAL MEETING - SEPTEMBER 24, 1996

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
September 24, 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. Failure to return a proxy card, abstention
from voting and broker non-votes are 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 Information 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Transaction . . . . . . . . . . . . . . . . . . . . . 4
Related Transactions. . . . . . . . . . . . . . . . . . . 5
The Special Meeting; Vote Required. . . . . . . . . . . . 5
Purpose of and Reasons for the Transaction. . . . . . . . 5
Effects of the Transaction. . . . . . . . . . . . . . . . 7
Valuation of the Assets; Fairness Opinion . . . . . . . . 8
Recommendations of the General Partners
and Their Affiliates . . . . . . . . . . . . . . . . 9
Conflicts of Interest . . . . . . . . . . . . . . . . . . 10

SPECIAL FACTORS. . . . . . . . . . . . . . . . . . . . . . . . 11
Purpose of and Reasons for the Transaction. . . . . . . . 11
Alternatives to the Transaction . . . . . . . . . . . . . 18
Effects of the Transaction. . . . . . . . . . . . . . . . 20
Valuation of the Assets; Fairness Opinion . . . . . . . . 22
Recommendations of the General Partners
and Their Affiliates . . . . . . . . . . . . . . . . 27
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . 31
Costs Associated with the Transaction . . . . . . . . . . 31

SPECIAL MEETING OF THE LIMITED PARTNERS. . . . . . . . . . . . 32
Special Meeting; Record Date. . . . . . . . . . . . . . . 32
Procedures for Completing Proxies . . . . . . . . . . . . 33
Vote Required . . . . . . . . . . . . . . . . . . . . . . 34
Solicitation Procedures . . . . . . . . . . . . . . . . . 35
Revocation of Proxies . . . . . . . . . . . . . . . . . . 35

TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . 35
The Acquisition Agreement . . . . . . . . . . . . . . . . 35
Representations and Warranties of the Parties . . . . . . 36
Additional Agreements . . . . . . . . . . . . . . . . . . 37
Conditions to Closing the Transaction . . . . . . . . . . 38
Dissolution and Liquidation of the Partnership . . . . . 41
Determination of Cash Available for Distribution. . . . . 41
Termination of the Acquisition Agreement. . . . . . . . . 42
Amendment of the Acquisition Agreement. . . . . . . . . . 43
Amendment of Partnership Agreement. . . . . . . . . . . . 44
Related Transactions. . . . . . . . . . . . . . . . . . . 44

ACCOUNTING ISSUES AND
INCOME TAX CONSEQUENCES OF THE TRANSACTION . . . . . . . . . . 45
Accounting Issues . . . . . . . . . . . . . . . . . . . . 45
Income Tax Consequences of the Transaction. . . . . . . . 45

CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . 48
Interests in the Purchaser. . . . . . . . . . . . . . . . 48
Purchaser Fees. . . . . . . . . . . . . . . . . . . . . . 48
Indemnification under the Partnership Agreement . . . . . 48
Indemnification by the Purchaser. . . . . . . . . . . . . 49

CERTAIN INFORMATION ABOUT THE PARTNERSHIP,
ITS GENERAL PARTNERS AND THEIR AFFILIATES. . . . . . . . . . . 50
The Partnership . . . . . . . . . . . . . . . . . . . . . 50
The General Partners. . . . . . . . . . . . . . . . . . . 51
Description of the Assets . . . . . . . . . . . . . . . . 53
Distributions . . . . . . . . . . . . . . . . . . . . . . 58
Ownership of Units. . . . . . . . . . . . . . . . . . . . 59
Market for the Units. . . . . . . . . . . . . . . . . . . 59
Legal Proceedings . . . . . . . . . . . . . . . . . . . . 60
Independent Certified Public Accountants. . . . . . . . . 61
Available Information . . . . . . . . . . . . . . . . . . 61

CERTAIN INFORMATION CONCERNING THE PURCHASER . . . . . . . . . 61

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 62

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . 63

SCHEDULE I SELECTED ANNUAL FINANCIAL DATA
SCHEDULE II SELECTED QUARTERLY FINANCIAL DATA
ANNEX I VALUATION
ANNEX II FAIRNESS OPINION
ANNEX III * SELECTED FINANCIAL DATA FROM THE
PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995. . . . III-3
* MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AS SET FORTH IN THE
PARTNERSHIP'S ANNUAL REPORT ON FORM
10-K/A FOR THE YEAR ENDED DECEMBER
31, 1995. . . . . . . . . . . . . . . . . . III-11
* SELECTED FINANCIAL DATA FROM THE
PARTNERSHIP'S QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 1996 . . . . . . . . . . . . . . . III-14
* MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AS SET FORTH
IN THE PARTNERSHIP'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER
ENDED JUNE 30, 1996 . . . . . . . . . . . . III-23
<PAGE>