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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant: [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary Revised proxy statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
(Name of registrant as specified in its charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

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

(2) Aggregate number of securities to which transaction
applies:_________________________________________________

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

(4) Proposed maximum aggregate value of transaction:_________

(5) Total fee paid:__________________________________________

[ ] 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 offsetting 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) Form, schedule or registration statement no.:____________

(3) Filing party:____________________________________________

(4) Date filed:______________________________________________

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CAPTEC FRANCHISE CAPITAL
PARTNERS L.P. III
24 FRANK LLOYD WRIGHT DRIVE
LOBBY L, 4TH FLOOR
ANN ARBOR, MICHIGAN 48106

________ , 1998

Dear Limited Partner:

This letter (the "Letter") is being furnished to holders (the
"Investors") of limited partnership interests (the "Units") of Captec Franchise
Capital Partners L.P. III, a Delaware limited partnership (the "Partnership"),
in connection with the solicitation by the Partnership of written consents to,
effective January 1, 1998, transfer the Units owned by the general partners of
the Partnership to Captec Net Lease Realty, Inc., a Delaware corporation ("Net
Lease"), and elect Net Lease as general partner of the Partnership. The proposal
(the "Proposal") to which this Letter and the enclosed consent form relates is
more fully set forth below. This letter and the enclosed consent form are first
being furnished on or about ________, 1998, to Investors reflected on the
Partnership's list of record and beneficial holders of Units dated ________,
1998. The Partnership has established _________, 1998 as the record date (the
"Consent Record Date") for Investors to act by written consent as contemplated
hereby.

INVESTORS ARE BEING ASKED TO CONSENT TO THE PROPOSAL BY SIGNING, DATING
AND PROMPTLY MAILING THE ENCLOSED CONSENT FORM no later than
_____________________. At such time as the Partnership receives unrevoked
written consents representing at least a majority of the Units outstanding, the
Proposal shall take effect. Only Investors of record on the Consent Record Date
are eligible to give their consent to the Proposal and the enclosed consent form
may only be utilized by such Investors.

The Proposal provides for, effective January 1, 1998, (1) the transfer
of the general partnership interests owned by the current and original general
partners, Patrick L. Beach and Captec Franchise Capital Corporation III, a
Michigan corporation (collectively, the "Current General Partners"), to Net
Lease, (2) the election of Net Lease as general partner of the Partnership, and
(3) the continuation of the business of the Partnership by Net Lease as a
successor general partner of the Partnership, without dissolution. The Current
General Partners will receive $1,483,000 in consideration for the transfer of
the general partnership interests to Net Lease, $170,000 in cash being paid to
Mr. Beach and $1,313,000 being offset against amounts due to Net Lease by Captec
Financial Group, Inc., the sole shareholder of Captec Franchise Capital
Corporation III.

The Partnership is in favor of this proposal because it results in: (1)
a significant increase in the net worth of the general partner, and (2) a
general partner that is a public company traded on the NASDAQ that is subject to
the financial reporting requirements regulated by the Securities and Exchange
Commission (SEC). Further, these results are achieved while effectively
maintaining the existing management of the Partnership. These results are
described in more detail below. It should also be noted, as discussed in greater
detail below, that Net Lease is an affiliate of the Current General Partners.

The Agreement of Limited Partnership of the Partnership (the
"Partnership Agreement") sets forth the respective rights, duties and
obligations of the general partners and the Investors. Section 15.1.1(g)
provides that the General Partners must obtain the approval of the Limited
Partners by Majority Vote prior to assigning a General Partner's interest in the
Partnership. Upon withdrawal of the last remaining General Partner, the Limited
Partners by a Majority Vote may elect to continue the business of the
Partnership and elect a successor General Partner pursuant to section 18.1.1 of
the Partnership Agreement. In determining the existence of the vote of a
Majority of the Limited Partners, the Units owned by the Current General
Partners and their Affiliates (as defined in the Partnership Agreement) will not
be included pursuant to section 15.1.2 of the Partnership Agreement.

Limited Partner
________, 1998
Page 2

The Partnership was organized in 1994 to acquire, hold, lease,
mortgage, operate, sell or otherwise dispose of properties and equipment to be
leased primarily on a "triple-net" basis to operators of national chain and
nationally franchised fast-food, family style and dinner house restaurants as
well as other franchised or service-type businesses such as automotive and
specialty retail franchises. Since its inception, the Partnership has spent
$16.6 million to acquire eleven properties and nine equipment packages.

Net Lease (SEC File No. 333-34983) is a corporation that intends to
qualify as a real estate investment trust ("REIT") and acquires, develops and
owns high-quality free standing properties leased principally on a long-term
triple-net basis to national and regional chain and franchised restaurants and
retailers. On November 14, 1997, Net Lease completed its initial public offering
in which it sold 8 million shares of common stock at a price of $18 per share,
resulting in net proceeds, after offering expenses, of $132.9 million. Net Lease
is quoted on the NASDAQ National Market under the symbol "CRRR".

As of December 31, 1997, Net Lease had a portfolio of 112 properties
located in 29 states. In addition, as of December 31, 1997, Net Lease had
agreements in principal for the acquisition, which Net Lease expects to be
substantially completed in 1998, of 43 additional properties located in 14
states. As of December 31, 1997, Net Lease had total assets of $181.7 million,
total stockholders' equity of $134.8 million, and total revenues for the year of
$13.4 million, each as set forth on the audited financial statements contained
in the Form 10-K of Net Lease for the year ended December 31, 1997 that is
included with this letter. Such Form 10-K and the Form 10-Q of Net Lease for the
quarter ended March 31, 1998, which is also included with this letter, are
hereby incorporated by reference. In addition, the audited balance sheet of Net
Lease as of December 31, 1996 and 1995, and the related statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended included in the registration statement (the "Registration Statement")
filed by Net Lease in connection with its initial public offering (SEC File No.
333-34983) is hereby incorporated by reference, and will be provided to any
limited partner upon contacting Lori Jouppi of Captec Franchise Capital Partners
L.P. III by phone, toll-free at 1-888-422-7832.

Although the officers and directors of Net Lease have extensive
experience in the real estate industry, they do not have any prior experience
managing a REIT. Such lack of prior experience in managing a REIT could have a
material adverse effect on the performance of Net Lease. Furthermore, Net Lease
is dependent on the efforts of Patrick L. Beach, its Chairman, President and
Chief Executive Officer, W. Ross Martin, its Executive Vice President and Chief
Financial Officer and a director, and Ronald Max, its Vice President and Chief
Investment Officer. Because Net Lease is substantially dependent on the services
of Messrs. Beach, Martin and Max and there currently are no other executive
officers of Net Lease, Net Lease may be considered to have limited management.
The loss of the services of any of these executive officers could have a
material adverse effect on Net Lease. Although Net Lease has entered into
three-year employment agreements with Messrs. Beach and Martin, those agreements
may not assure the continued service of either of them to Net Lease.

If the Proposal is approved, effective January 1, 1998, the general
partnership interests owned by the current General Partners will be transferred
and assigned to Net Lease. Simultaneously with the transfer of the general
partnership interests owned by the Current General Partners to Net Lease, Net
Lease will become the successor General Partner of the Partnership and the
business of the Partnership will continue without dissolution. At the time of
Net Lease's initial public offering, Net Lease contemplated acquiring the
general partnership interests in the Partnership and disclosed this in its
Registration Statement. In the Registration Statement, Net Lease discussed the
potential risks involved in acquiring the general partnership interests and
disclosed that the contemplated transaction would be subject to the approval of
the limited partners of the Partnership. The principal reason the Current
General Partners are transferring the general partnership interests to Net Lease
is that this will enable both Net Lease and the Partnership, as affiliates, to
benefit from having all management and acquisition activities under the singular
direction of Net Lease's management and Board of Directors. Net Lease has
adopted certain conflict of interest resolution procedures designed to ensure
and protect the interests of the Limited Partners, including that Net Lease will
offer first to the Partnership all properties suitable for acquisition by both
Net Lease and the Partnership.

Limited Partner
________, 1998
Page 3

The executive officers and directors of Net Lease have extensive
experience in the acquisition, development and ownership of net leased
properties, particularly those used in restaurant and retail operations, and
have served in senior positions with large restaurant franchisees, retailers and
real estate companies. Additional information with respect to such executive
officers and directors is set forth below, which is a reprint of information
that was provided in the prospectus, dated November 13, 1997, for the initial
public offering of Net Lease:

. NAME AGE POSITION WITH NET LEASE

Patrick L. Beach.................... 41 Chairman of the Board of Directors,
President and Chief Executive, Officer

W. Ross Martin...................... 37 Director, Executive Vice President,
Chief Financial Officer and Treasurer

Ronald Max.......................... 40 Vice President and Chief Investment Officer

H. Reid Sherard..................... 49 Director

Richard J. Peters................... 49 Independent Director

Creed L. Ford, III.................. 45 Independent Director

William H. Krul, II................. 48 Independent Director

Lee C. Howley....................... 50 Independent Director

PATRICK L. BEACH is the Chairman of the Board of Directors, President
and Chief Executive Officer of Net Lease, Captec Financial, and Captec Net Lease
Realty Advisors, Inc. Since founding Captec Financial in 1981, Mr. Beach has
served as the Chairman of its Board of Directors, President and Chief Executive
Officer, as well as in similar capacities for various of its affiliates. Mr.
Beach has worked exclusively with Captec Financial and its affiliates since
1991. From 1989 to 1991 Mr. Beach also served as Chairman and President of
Illiana Printing, Inc., the master franchisor for American Speedy Printing
Centers, Inc. in the states of Illinois and Indiana. From 1986 until 1990 Mr.
Beach was the Chairman of Wendy's of San Diego, Inc., a 27-unit franchisee of
Wendy's International. Mr. Beach is a graduate of the University of Michigan
School of Business Administration (B.B.A. 1977).

W. ROSS MARTIN is a director, Executive Vice President, Chief Financial
Officer and Treasurer of Net Lease and a director, Executive Vice President and
Chief Financial Officer of Captec Financial and Captec Net Lease Realty
Advisors, Inc. Mr. Martin joined Captec Financial in 1985 as Controller, was
promoted to Vice President -- Finance in 1986 and Chief Financial Officer in
1994, and currently serves as a director and Executive Vice President and Chief
Financial Officer of Captec Financial and in a similar capacity for various of
its affiliates. From 1982 until 1985, he was employed by Deloitte Haskins &
Sells, most recently as senior consultant in the Emerging Business Services
practice. Mr. Martin is a graduate of the University of Michigan School of
Business Administration (B.B.A. 1982) and a Certified Public Accountant.

RONALD MAX is Vice President and Chief Investment Officer of Net Lease.
Mr. Max joined Captec Financial in 1995 to help establish a retail properties
acquisition and development program. From 1988 to 1995 Mr. Max held various
positions with Brauvin Real Estate Funds, including Chief Financial Officer and
Director of Acquisitions, where he was responsible for the acquisition and
funding of over $100.0 million of retail properties. Prior to 1988, Mr. Max had
extensive experience in real estate and financing. Mr. Max is a graduate of
Northern Illinois University (B.S. 1979) and a Certified Public Accountant.

H. REID SHERARD is a director and currently is Senior Vice President --
Sales and Marketing of Captec Financial, by which he has been employed since
1994. From 1986 to 1994 Mr. Sherard was

Limited Partner
________, 1998
Page 4

employed by Franchise Finance Corporation of America in several positions
including Vice President, Acquisitions. Mr. Sherard is a graduate of Charleston
Southern University (B.S. 1970).

RICHARD J. PETERS is a director and currently serves as President of
R.J. Peters & Company, L.L.C., a privately held investment company. From 1986
through June 1997, Mr. Peters was a senior executive of Penske Corporation
("Penske"), a privately held transportation services company. Most recently, Mr.
Peters served as Executive Vice President and Chief Financial Officer of Penske,
and as President and Chief Executive Officer of Penske Motorsports, Inc. Mr.
Peters also is a director of Penske, Penske Motorsports, Inc. and Aon Funds. Mr.
Peters is a graduate of Wayne State University (B.B.A. 1969).

CREED L. FORD, III is a director and currently is the Chief Executive
Officer of Kona Restaurant Group which owns and operates Johnny Carino's Italian
Kitchen and Kona Ranch Steak House restaurants and is a Chili's Grill and Bar
franchisee. From 1976 until 1997 Mr. Ford served in numerous capacities with
Brinker International ("Brinker"), a multi-concept casual dining company, most
recently as its Chief Operating Officer and a director. While with Brinker, Mr.
Ford participated in the establishment of Chili's, the development of 600
restaurants world-wide and the management of over 70,000 employees. Mr. Ford is
a graduate of Texas A&M University (B.S.
1975).

WILLIAM H. KRUL is a director and has been associated for the past 28
years with the Miller-Valentine Group and its affiliates, most recently as
President of Miller-Valentine Construction, Inc. Mr. Krul is a director of Mercy
Siena Woods Nursing Home and Mercy Western Ohio. Mr. Krul is a graduate of
Wright State University in Dayton, Ohio (B.A. 1971).

LEE C. HOWLEY is a director and has been the sole owner and President
of Howley & Company, a real estate brokerage and development company, since
1981, and has been the sole owner and Chairman of Coast Management Company, a
cleaning and real estate management company, since 1987. Mr. Howley is a
director of Boykin Lodging Company, International Total Services, Inc. and
LESCO, Inc., and currently serves as Co-Chairman of the Rock 'n Roll Hall of
Fame and Museum in Cleveland, Ohio. Mr. Howley is a graduate of Georgetown
University (B.A. 1970) and New York University (M.B.A. 1972).

Upon approval and assignment of the Partnership's general partnership
interests to Net Lease, the individuals who have been responsible for the
management of the Partnership will continue to have a significant role in the
management as Patrick L. Beach, one of the Current General Partners, is also the
Chairman of the Board of Directors, President, and Chief Executive Officer of
Net Lease. Mr. Beach also holds officer positions with Captec Franchise Capital
Corporation III, the other Current General Partner, and Captec Financial Group,
Inc. ("Captec Financial"), the sole shareholder of Captec Franchise Capital
Corporation III. W. Ross Martin, the only other officer of Captec Franchise
Capital Corporation III, is also an officer of each of Captec Financial and Net
Lease. Hence, the individuals managing the Partnership as officers of the
corporation that is a Current General Partner will continue to participate in
the management of the Partnership by virtue of their officer positions with Net
Lease.

Captec Net Lease Realty Advisors, Inc. and Captec Financial, both
affiliates of Net Lease, together manage the operations of Net Lease and provide
it with investment and financial advisory services pertaining primarily to the
acquisition, development and leasing of properties. As such, for investment and
financial advice, Net Lease will be relying substantially on Captec Financial,
the sole shareholder of one of the Current General Partners, Captec Franchise
Capital Corporation III. Since 1981, Captec Financial and its affiliates have
developed substantial expertise in all aspects of the franchise, chain
restaurant and specialty retail finance business, including business concept,
property and lessee underwriting, property acquisition, lessee credit analysis
and monitoring, direct marketing, portfolio management, accounting and other
administrative functions. As of June 30, 1997, Captec Financial employed over 60
people, including a senior management team with substantial direct industry
experience. Including Net Lease, as of June 30, 1997, Captec Financial had
assets under management of approximately $350.0 million and combined debt and
equity capital of approximately $540.0 million including available, but
unutilized, borrowing capacity.

Limited Partner
________, 1998
Page 5

Upon approval and assignment of the Partnership's general partnership
interests to Net Lease, for its services as the General Partner, Net Lease will
be entitled to receive compensation from the Partnership pursuant to the
Partnership Agreement. This compensation (which in some cases is subordinated to
prior distributions to the limited partners of specified returns on their
initial capital investment) includes real property and equipment acquisition
fees, a property management fee based on the gross rental revenue of the
Partnership, reimbursement of expenses and specified percentages of the net
proceeds from the sale, refinancing or liquidation of property or equipment.
Based upon its 1.0% General Partner Interest in the Partnership, pursuant to the
Partnership Agreement, Net Lease will also receive 1.0% of all distributions of
cash made by the Partnership (the amount and timing of which distributions will
be determined by Net Lease as the General Partner). This compensation is
identical to the compensation that the Current General Partners receive for
their services to the Partnership.

In addition to being an officer and director of each of Net Lease and
Captec Franchise Capital Corporation III, as of March 16, 1998, Mr. Beach owned
461,516 shares of Net Lease common stock, which constituted 4.9% of the
outstanding shares of Net Lease common stock. Mr. Martin, who is an officer and
director of Net Lease and an officer of Captec Franchise Capital Corporation
III, as of March 16, 1998, owned 210,036 shares of Net Lease common stock, which
constituted 2.2% of the outstanding shares of Net Lease common stock.

As of _______, 1998, the Partnership had 19,963 Units outstanding, and
Affiliates of the Current General Partners owned an aggregate of 24 Units, none
of which will be considered in determining the existence of a majority of the
Units voting for the Proposal. No Partnership Units are owned by the Current
General Partners or any officers or directors of Captec Franchise Capital
Corporation III, and no single person or entity owns more than 5% of the Units.
The Partnership believes that written consents representing at least _________
Units will constitute the requisite number of written consents to effectuate the
Proposal. At such time as the Partnership receives valid and unrevoked written
consents representing at least a majority of the Units outstanding, not
including those held by the Current General Partners and their Affiliates, the
Proposal will take effect. We urge you to read this Letter carefully and then
sign, date and promptly mail the enclosed consent form to the Partnership.

Each Unit entitles the Investor thereof to one vote with respect to the
written consent solicited hereby. Only Investors of Units of record may consent
to the Proposal. If your Units are held in the name of a brokerage firm, bank,
nominee or other institution, only such institution can sign a written consent
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 to have the enclosed consent form executed with respect to your
Units. Notwithstanding the foregoing, with respect to any Units owned by an IRA
or other account of which you are the beneficiary and of which MAVRICC
Management Services, Inc. ("MAVRICC") is the servicer (the Units would be held
in the name of the bank or other institution which is the custodian or trustee
of the account), MAVRICC will obtain written instructions from such custodian or
trustee confirming your (the Investor's) instructions as expressed on your
consent form with respect to the voting of your Units in connection with the
Proposal and directing and authorizing the Partnership to vote your Units as
indicated by you on the consent form you return to the Partnership.

Your consent is important. No matter how many Units you own, the
Partnership urges you to vote FOR the proposal by signing, dating, and promptly
mailing the enclosed consent form in the postage prepaid, self-addressed
envelope. If you have any questions or need assistance, please call Captec
Franchise Capital Partners L.P. III, toll-free at 1-888-422-7832.

Because approval of the Proposal requires the affirmative consent of
Investors owning of record at least a majority of the Units outstanding (not
including Units owned by the Current General Partners and their Affiliates),
abstentions and broker non-votes will have the effect of votes against the
proposal. The Partnership urges that Investors execute the enclosed consent form
FOR the Proposal.

It is the present intention of the Partnership to close this consent
solicitation at the earliest possible time. The earliest possible time that this
consent solicitation can be closed is that date on which the valid and unrevoked
written consents of at least a majority of the Units outstanding (not including
the

Limited Partner
________, 1998
Page 6

Units owned by the Current General Partners and their Affiliates) have been
received by the Partnership. The Partnership is seeking, if possible, to close
this consent solicitation on or about _________________________.

A consent signed, dated and mailed by an investor may be subsequently
revoked by written notice of revocation to the Partnership. A revocation may be
in any written form validly signed by the record holder as long as it clearly
states that such holder's consent previously given is no longer effective. To
prevent confusion, the notice of revocation must be dated. To be effective, an
Investor's written notice of revocation of his or her previously executed and
delivered consent must be delivered prior to the time that the requisite number
of signed unrevoked consent forms have been received by the Partnership as set
forth above. The revocation may be delivered to Captec Franchise Capital
Partners L.P. III at 24 Frank Lloyd Wright Drive, Lobby L, 4th Floor, Ann Arbor,
Michigan 48106.

If the Proposal is approved, effective January 1, 1998, the Units owned
by the current General Partners will be transferred and assigned to Net Lease,
and, simultaneously with such transfer Net Lease will become the successor
General Partner of the Partnership, the business of the Partnership will
continue without dissolution, and the Partnership Agreement will be amended
accordingly. Such amendment will reflect the transfer of the Units owned by the
Current General Partners to Net Lease, the withdrawal of the Current General
Partners from the Partnership and the admission of Net Lease as a successor
General Partner with respect to the transferred Units. The amendment will be
executed by Net Lease and by the Current General Partners on their own behalves
and as attorney-in-fact for the Limited Partners in accordance with section 19.1
of the Partnership Agreement.

The expenses of this consent solicitation, including the cost of
preparing this Letter and the legal fees incurred by the Partnership in
connection with the preparation of this Letter and the consent form will be paid
by Net Lease. To date, the costs have been approximately $4,000, and the
Partnership estimates that it will incur additional costs of approximately
$13,500. In addition to solicitation by use of the mails, consents may be
solicited by agents of Net Lease in person or by telephone, telegram or other
means of communication. Such agents may have a variety of relationships with Net
Lease or the Partnership, but will not receive any compensation for their
efforts. Arrangements may also be made with custodians, nominees and fiduciaries
for forwarding of consent solicitation materials to the beneficial owner of the
Units, and Net Lease may reimburse such custodians, nominees and fiduciaries for
reasonable expenses incurred in connection therewith.

For additional information, please contact either MAVRICC Management
Systems by mail at 1845 Maxwell, Suite 101, Troy, Michigan 48084-4510 or Lori
Jouppi of Captec Franchise Capital Partners L.P. III by phone, toll-free at
1-888-422-7832.

Sincerely,

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III

CONSENT

The undersigned, a holder of limited partnership interests (the "Units")
in Captec Franchise Capital Partners L.P. III, a Delaware limited partnership
(the "Partnership"), does hereby vote, with respect to all Units owned by the
undersigned, as follows:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

APPROVAL of the Proposal more particularly described in the letter
accompanying this Consent (the "Letter"), dated _____________, 1998, receipt of
which is hereby acknowledged, to transfer the Units owned by each of the
general partners of the Partnership, Patrick L. Beach and Captec Franchise
Capital Corporation III, a Michigan corporation, to Captec Net Lease Realty,
Inc., a Delaware corporation ("Net Lease"), and elect, effective simultaneously
with such transfer, Net Lease as general partner of the Partnership, and
continuation of the business of the Partnership by Net Lease as a successor
general partner of the Partnership, without dissolution.

THIS CONSENT IS SOLICITED BY CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III.
WHEN THIS CONSENT FORM IS PROPERLY EXECUTED, THE UNITS REPRESENTED HEREBY WILL
BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE ON THIS CONSENT FORM, THE
UNITS REPRESENTED HEREBY WILL BE VOTED FOR THE PROPOSAL.

Dated: ____________________

____________________________
Signature

____________________________
Signature (if held jointly)

____________________________
Title

Please sign exactly as name appears on the envelope in which this material
is delivered. When Units 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 corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT FORM PROMPTLY USING THE
ENCLOSED PREPAID ENVELOPE TO: MAVRICC Management Systems, Inc., 1845 Maxwell,
Suite 101, Troy, Michigan 48084-4510. If you have any questions, please call
Lori Jouppi of Captec Franchise Capital Partners L.P. III toll-free at
1-888-422-7832.