Exhibit (a)(1)

OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
CHRISKEN PARTNERS CASH INCOME FUND L.P.
AT
$350 per Unit

MACKENZIE PATTERSON ACQUISITION CO., LLC; MP INCOME FUND 19, LLC; MP INCOME FUND
11, L.P.; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.;
SPECIFIED INCOME FUND, L.P.; and MP FALCON GROWTH FUND, LLC
(collectively the "Purchasers")

THE OFFER AND WITHDRAWAL RIGHTS PERIOD WILL EXPIRE AT 12:00 MIDNIGHT,
PACIFIC DAYLIGHT TIME, ON APRIL 30, 2004, UNLESS THE OFFER IS EXTENDED.

The Purchasers hereby seek to acquire any and all outstanding units of limited
partnership interest (the "Units") in CHRISKEN PARTNERS CASH INCOME FUND L.P., a
Delaware limited partnership (the "Partnership"). The Purchasers are not
affiliated with the Partnership or its general partners. The general partners of
the Partnership are ChrisKen Income Properties, Inc. and ChrisKen Limited
Partnership I (collectively, the "General Partners"). The Purchasers hereby
offer to purchase any and all outstanding Units at a purchase price equal to
$350 per Unit, less the amount of any distributions declared or made with
respect to the Units between March 19, 2004 and April 30, 2004, or such other
date to which this offer may be extended (the "Expiration Date"), in cash,
without interest, upon the terms and subject to the conditions set forth in this
offer to purchase (the "Offer to Purchase") and in the related Letter of
Transmittal, as each may be supplemented or amended from time to time (which
together constitute the "Offer"). As noted above, the Offer price would be
subject to reduction for distributions made or declared prior to the Expiration
Date. Any distributions made or declared after the Expiration Date would, by the
terms of the Offer and as set forth in the Letter of Transmittal, be assigned by
tendering Unit holders to the Purchasers.

Tender of Units will include the tender of any and all securities into which the
Units may be converted and any securities distributed with respect to the Units
from and after the Offer Date.

The Partnership had 1,494 holders of record owning an aggregate of 35,965 Units
as of March 15, 2003, according to its annual report on Form 10-KSB for the year
ended December 31, 2002. The Purchasers and their affiliates currently
beneficially own a total of 808.14 Units, or approximately 2.2% of the
outstanding Units. The 35,157 Units subject to the Offer constitute all of the
outstanding Units not held by the Purchasers and their affiliates. Consummation
of the Offer, if all Units sought are tendered, would require payment by the
Purchasers of up to $12,304,950 in aggregate purchase price, which the
Purchasers intend to fund out of their current working capital.

Holders of Units ("Unit holders") are urged to consider the following factors:

o Unit holders who tender their Units will give up the opportunity to
participate in any future benefits from the ownership of Units,
including potential future distributions by the Partnership from
property operations or dispositions, including the pending sale of the
Springdale Apartments, and the purchase price per Unit payable to a
tendering Unit holder by the Purchasers may be less than the total
amount which might otherwise be received by the Unit holder with
respect to the Unit over the remaining term of the Partnership.

solely for the purposes of determining an acceptable Offer price, that
the Partnership could have an estimated liquidation value of
approximately $483 per Unit. It should be noted, however, that the
Purchasers have not made an independent appraisal of the Units or
the Partnership's properties, and are not qualified to appraise
real estate. Furthermore, although the Partnership has announced
plans to liquidate its assets and has entered into a contingent
agreement to sell the Springdale Apartments, there can be no assurance
as to the timing or amount of any future Partnership distributions, nor
can there be any assurance that the Purchasers' estimate accurately
reflects an approximate value of the Units or that the actual amounts
which may be realized by holders for the Units may not vary
substantially from this estimate.

o The Depositary, MacKenzie Patterson Fuller, Inc., is an affiliate of
certain of the Purchasers. No independent party will hold securities
tendered until the offer closes and payment is made. Because there is
no independent intermediary to hold the Purchasers' funds and tendered
securities, the Purchasers may have access to the securities before all
conditions to the Offer have been satisfied and selling Unit holders
have been paid.

THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED. A UNIT HOLDER MAY TENDER ANY OR ALL UNITS OWNED BY SUCH UNIT HOLDER.

The Purchasers expressly reserve the right, in their sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Units, (ii) upon the occurrence of any of the conditions specified in
Section 13 of this Offer to Purchase, to terminate the Offer and not accept for
payment any Units not theretofore accepted for payment or paid for, or to delay
the acceptance for payment of, or payment for, any Units not theretofore
accepted for payment or paid for, and (iii) to amend the Offer in any respect.
Notice of any such extension, termination, or amendment will promptly be
disseminated to Unit holders in a manner reasonably designed to inform Unit
holders of such change in compliance with Rule 14d-4(c) under the Securities
Exchange Act of 1934 (the "Exchange Act"). In the case of an extension of the
Offer, such extension will be followed by a press release or public announcement
which will be issued no later than 9:00 a.m., Eastern Daylight Time, on the next
business day after the scheduled Expiration Date, in accordance with Rule
14e-1(d) under the Exchange Act.

March 19, 2004

IMPORTANT

Any Unit holder desiring to tender any or all of such Unit holder's Units should
complete and sign the Letter of Transmittal (a copy of which is enclosed with
this Offer to Purchase, printed on yellow paper) in accordance with the
instructions in the Letter of Transmittal and mail, deliver or telecopy the
Letter of Transmittal and any other required documents to MacKenzie Patterson
Fuller, Inc. (the "Depositary"), an affiliate of certain of the Purchasers, at
the address or facsimile number set forth below.

MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556
Telephone: 800-854-8357
Facsimile: 925-631-9119
E-Mail Address: offers@mpfi.com

Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchasers at
1-800-854-8357.
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NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION
ON BEHALF OF THE PURCHASERS OR TO PROVIDE ANY INFORMATION OTHER THAN AS
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION,
INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED.
- ---------------------------

The Partnership is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file reports and other
information with the Securities and Exchange Commission ("Commission") relating
to its business, financial condition and other matters. Such reports and other
information are available on the Commission's electronic data gathering and
retrieval (EDGAR) system, at its internet web site at www.sec.gov, may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
are available for inspection and copying at the regional offices of the
Commission located in Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained from
the Public Reference Room of the Commission in Washington, D.C. at prescribed
rates.

The Purchasers have filed with the Commission a Tender Offer Statement on
Schedule TO (including exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer. Such statement and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
Commission in the manner specified above.

TABLE OF CONTENTS

Page

SUMMARY TERM SHEET.............................................................5

INTRODUCTION...................................................................8

TENDER OFFER..................................................................11

Section 1. Terms of the Offer..........................................11
Section 2. Acceptance for Payment and Payment for Units................11
Section 3. Procedures for Tendering Units..............................12
Section 4. Withdrawal Rights...........................................13
Section 5. Extension of Tender Period; Termination; Amendment..........13
Section 6. Certain Federal Income Tax Consequences.....................14
Section 7. Effects of the Offer........................................15
Section 8. Future Plans................................................16
Section 9. The Business of the Partnership.............................17
Section 10. Conflicts of Interest.......................................22
Section 11. Certain Information Concerning the Purchasers...............22
Section 12. Source of Funds.............................................23
Section 13. Conditions of the Offer.....................................23
Section 14. Certain Legal Matters.......................................24
Section 15. Fees and Expenses...........................................25
Section 16. Miscellaneous...............................................25

Schedule I - The Purchasers and Their Respective Principals

SUMMARY TERM SHEET

The Purchasers are offering to purchase any and all outstanding Units for $350
per Unit in cash. The following are some of the questions that you, as a Unit
holder of the Partnership may have and answers to those questions. The
information in this summary is not complete, and we urge you to carefully read
the remainder of this Offer to Purchase and the accompanying Letter of
Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

The offer to purchase your Units is being made jointly by MACKENZIE PATTERSON
ACQUISITION CO., LLC; MP INCOME FUND 19, LLC; MP INCOME FUND 11, L.P.;
MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A,
LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.;
SPECIFIED INCOME FUND, L.P.; and MP FALCON GROWTH FUND, LLC. Each of the
Purchasers is a real estate investment fund managed or advised by MacKenzie
Patterson Fuller, Inc., a private, independent real estate investment firm.
None of these entities is affiliated with the Partnership or its General
Partners.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking to purchase the units of limited partnership interest, which are
the "Units" issued to investors in the Partnership.

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to pay $350 per Unit, net to you in cash, less the amount of any
distributions declared or made with respect to the Units between March 19, 2004
and the date the Offer expires. The Offer price would be reduced by the amount
of distributions made or declared prior to the Expiration Date. Any
distributions made or declared after the Expiration Date would, by the terms of
the Offer and as set forth in the Letter of Transmittal, be assigned by
tendering Unit holders to the Purchasers. If you tender your Units to us in the
Offer, you will not have to pay brokerage fees or similar expenses.

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

If the total amount of Units sought is purchased, the Purchasers' capital
commitment will be approximately $12,304,950. The Purchasers have an aggregate
of approximately $63 million in total assets, and more than $15 million in total
net assets at their disposal to fund payment to selling Unit holders.

IS THE FINANCIAL CONDITION OF THE BIDDERS RELEVANT TO MY DECISION ON WHETHER TO
TENDER IN THE OFFER?

Because this is a cash offer that is not conditioned on financing being
available, and the Purchasers have more than adequate resources and no intention
to take control of the Partnership, other information concerning the Purchasers'
financial condition would seem to have little relevance to your decision.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

You will have at least until 12:00 midnight, Pacific Daylight Time, on April 30,
2004, to decide whether to tender your Units in the Offer.

CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

The Offer can be extended in our discretion.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will make a public announcement of the extension, not
later than 9:00 a.m., Eastern Daylight Time, on the day after the day on which
the Offer was scheduled to expire.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

There are no conditions to the offer based on a minimum number of Units
tendered, the availability of financing, or the success of the offer. However,
we may not be obligated to purchase any Units if certain conditions occur, such
as legal or government actions which would prohibit the purchase. Furthermore,
we are not obligated to purchase any Units which are validly tendered if, among
other things, there is a material adverse change in the Partnership or its
business. Please see the discussion in Section 13, Conditions of the Offer, for
a description of all conditions.

HOW DO I TENDER MY UNITS?

To tender your Units, you must deliver a completed Letter of Transmittal
(printed on yellow paper), to the Depositary at: MacKenzie Patterson Fuller,
Inc., 1640 School Street, Moraga, California 94556 (Telephone: 800-854-8357;
Facsimile Transmission: 925-631-9119), no later than the time the Offer expires.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED UNITS?

You can withdraw previously tendered Units at any time until the Offer has
expired and, if we have not agreed to accept your Units for payment by May 18,
2004, you can withdraw them at any time after such time until we do accept your
Units for payment.

HOW DO I WITHDRAW PREVIOUSLY TENDERED UNITS?

To withdraw Units, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the Depositary while you
still have the right to withdraw the Units.

WHAT DO THE PARTNERSHIP'S GENERAL PARTNERS THINK OF THE OFFER?

The Purchasers have not sought the approval or disapproval of the General
Partners. The General Partners may be expected to respond with the Partnership's
position on the offer in the next two weeks.

WILL THE PARTNERSHIP CONTINUE AS A PUBLIC COMPANY?

The Partnership reported 1,494 holders of its outstanding Units as of the date
of its most recent annual report. If the total number of Unit holders is below
300, the Partnership can elect to discontinue its status as a public reporting
company. Accordingly, it is possible that the Offer could result in the total
number of Unit holders falling below the foregoing 300 holder level. As
disclosed by the Partnership in its public reports, however, there has never
been a public trading market for the Units and none is expected to develop, so
the Partnership's status as a public company will not affect a trading market in
the Units. While the Partnership's Agreement of Limited Partnership requires
that all Unit holders be provided annual audited financial statements, quarterly
interim financial statements and timely reports providing other information
regarding the operations and condition of the Partnership, a change in the
Partnership's status as a public company could reduce the information available
to Unit holders about the Partnership in the event the information required by
the Partnership Agreement is not as extensive as that provided in reports
required to be filed by public companies under applicable rules of the
Securities and Exchange Commission. We would note, however, that the Partnership
is, according to the General Partners public statements, attempting to liquidate
its assets and terminate, so any change in the public status of the Partnership
would occur upon such liquidation in any event.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY UNITS?

The Purchasers do not anticipate that Units held by non-tendering Unit holders
will be affected by the completion of the offer.

WHAT ARE THE PURCHASERS' FUTURE INTENTIONS CONCERNING THE PARTNERSHIP?

The Purchasers have no present intention to seek control of the Partnership or
to change the management or operations of the Partnership. The Purchasers do not
have any present intention to take action in connection with the liquidation of
the Partnership or with any extraordinary transaction concerning the Partnership
or its assets. Although the Purchasers do not have any present intention to take
any action with respect to management or control of the Partnership, the
Purchasers reserve the right, at an appropriate time, to exercise their rights
as limited partners to vote on matters subject to a limited partner vote,
including any vote affecting the sale of the Partnership's assets and the
liquidation and dissolution of the Partnership.

WHAT IS THE MARKET VALUE OF MY UNITS?

The Units do not have a readily ascertainable market value, and neither the Unit
holders nor the Purchasers have any accurate means for determining the actual
present value of the Units. According to the Partnership, "The Units are not
readily transferable. There is no public market for the Units and it is not
currently expected that any will develop." The Purchasers review of independent
secondary market reporting publications such as The Partnership Spectrum, and
The Stanger Report, reported limited sales of Units on secondary markets during
the last six months of 2003, with prices ranging from $300 per Unit to $400 per
Unit. The information published by these independent sources is believed to be
the product of their private market research and does not constitute the
comprehensive transaction reporting of a securities exchange. Accordingly, the
Purchasers do not know whether the foregoing information is accurate or
complete. The Partnership, in its most recent annual report, has disclosed a
number of tender offers for Units over the past two years, including offers by
certain of the Purchasers and affiliates of the Purchasers. These offers have
been for prices ranging from $280 to $310 per Unit, including offers by
Purchasers and their affiliates at $280 per Unit expiring in March of 2002 and
$305 per Unit expiring in August of 2002. Although there can be no certainty as
to the actual present value of the Units, the Purchasers have estimated, solely
for the purposes of determining an acceptable Offer price, that the Partnership
could have an estimated liquidation value of approximately $483 per Unit. It
should be noted, however, that the Purchasers have not made an independent
appraisal of the Units or the Partnership's properties, and are not qualified to
appraise real estate. Accordingly, there can be no assurance that this estimate
accurately reflects an approximate value of the Units or that the actual amounts
which may be realized by holders for the Units may not vary substantially from
this estimate.

TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You can call MacKenzie Patterson Fuller, Inc., toll free, at 800-854-8357.

To the Unit holders of CHRISKEN PARTNERS CASH INCOME FUND L.P.

INTRODUCTION

The Purchasers hereby offer to purchase any and all Units at a purchase
price of $350 per Unit ("Offer Price"), less the amount of any distributions
declared or paid with respect to the Units between March 19, 2004, and the
Expiration Date, in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer. The Purchasers are unaware of any
distributions declared or paid since March 19, 2004. Unit holders who tender
their Units will not be obligated to pay any Partnership transfer fees, or any
other fees, expenses or commissions in connection with the tender of Units. The
Purchasers will pay all such costs and all charges and expenses of the
Depositary, an affiliate of certain of the Purchasers, as depositary in
connection with the Offer.

For further information concerning the Purchasers, see Section 11 below
and Schedule I. None of the Purchasers or the Depositary is affiliated with the
Partnership or the Partnership's General Partners. The address of the
Partnership's principal executive offices is 345 North Canal Street, Chicago,
Illinois 60606.

Unit holders are urged to consider the following factors:

o The Purchasers are making the Offer for investment purposes and with
the intention of making a profit from the ownership of the Units. In
establishing the purchase price of $350 per Unit, the Purchasers are
motivated to establish the lowest price which might be acceptable to
Unit holders consistent with the Purchasers' objectives. There is
no public market for the Units, and neither the Unit holders nor the
Purchasers have any accurate means for determining the actual present
value of the Units. Although there can be no certainty as to the
actual present value of the Units, the Purchasers have estimated,
solely for the purposes of determining an acceptable Offer price, that
the Partnership could have an estimated liquidation value of
approximately $483 per Unit. It should be noted, however, that the
Purchasers have not made an independent appraisal of the Units or
the Partnership's properties, and are not qualified to appraise
real estate. Furthermore, although the Partnership has announced
plans to liquidate its assets and has entered into a contingent
agreement to sell the Springdale Apartments, there can be no assurance
as to the timing or amount of any future Partnership distributions, nor
can there be any assurance that the Purchasers' estimate accurately
reflects an approximate value of the Units or that the actual amounts
which may be realized by holders for the Units may not vary
substantially from this estimate.

The Offer will provide Unit holders with an opportunity to liquidate
their investment without the usual transaction costs associated with market
sales. Unit holders may have a more immediate need to use the cash now tied up
in an investment in the Units and wish to sell them to the Purchasers.

Establishment of the Offer Price

The Purchasers have set the Offer Price at $350 per Unit, less the
amount of any distributions declared or made with respect to the Units between
March 19, 2004 and the Expiration Date. In determining the Offer Price, the
Purchasers analyzed a number of quantitative and qualitative factors, including:
(i) the lack of a secondary market for resales of the Units and the resulting
lack of liquidity of an investment in the Partnership; (ii) the estimated value
of the Partnership's real estate assets, including the potential proceeds from
the pending sale of the Springdale Apartments; and (iii) the costs to the
Purchasers associated with acquiring the Units.

The Partnership made the following statements in its annual report on
Form 10-KSB for the year ended December 31, 2001: "The Units are not readily
transferable. There is no public market for the Units and it is not currently
expected that any will develop." The lack of any public market for the sale of
Units means that Unit holders have limited alternatives if they seek to sell
their Units. As a result of such limited alternatives for Unit holders, the
Purchasers may not need to offer as high a price for the Units as they would
otherwise. On the other hand, the Purchasers take a greater risk in establishing
a purchase price as there is no prevailing market price to be used for reference
and the Purchasers themselves will have limited liquidity for the Units upon
consummation of the purchase. The Purchasers review of independent secondary
market reporting publications such as The Partnership Spectrum, and The Stanger
Report, reported limited sales of Units on secondary markets during the last six
months of 2003, with prices ranging from $300 per Unit to $400 per Unit. The
information published by these independent sources is believed to be the product
of their private market research and does not constitute the comprehensive
transaction reporting of a securities exchange. Accordingly, the Purchasers do
not know whether the foregoing information is accurate or complete.

The Partnership, in its most recent annual report, has disclosed a
number of tender offers for Units over the past two years, including offers by
certain of the Purchasers and affiliates of the Purchasers. These offers have
been for prices ranging from $280 to $310 per Unit, including offers by
Purchasers and their affiliates at $280 per Unit expiring in March of 2002, $305
per Unit expiring in August of 2002, and $315 per Unit expiring October 20,
2003.

According to the Partnership's current report on Form 8-K, the
Partnership has "entered into a Sale and Purchase Agreement to sell the
Springdale Apartments ... for a purchase price of $11,385,000, subject to
certain adjustments at or prior to closing, payable in cash." The Partnership
also disclosed that the sale is "conditioned ... on approval by limited partners
holding not less than a majority of the Partnership's outstanding Units." The
contract of sale provides that it must close "not later than April 15, 2004,"
but is subject to a number of conditions precedent to the parties' obligations,
including the condition that "Seller [the Partnership] shall have secured all
approvals necessary from its limited partners and the Securities & Exchange
Commission to complete the sale of the Property to Purchaser." According to the
Purchasers' review of the Securities and Exchange Commission's public data base,
on March 12, 2004 the Partnership filed preliminary proxy materials for the
solicitation of Unit holders' proxies to approve the proposed sale. A
solicitation of consent could only commence after filing definitive materials,
subject to any comment by the Securities and Exchange Commission staff, and the
proxy solicitation process would be expected to take additional time, with the
eventual outcome subject to Unit holder determination at the special meeting to
be called for the Unit holder vote. Further, Purchasers have no knowledge of the
status of satisfaction of the other material conditions to closing. The closing
date for the proposed sale may only be extended with the consent of both the
buyer and seller. Accordingly, although the General Partners have stated in the
preliminary proxy materials that they intend to distribute the net proceeds of
the sale of the Springdale Apartments, the Purchasers cannot predict whether or
when the sale of the Springdale Apartments may occur or the timing or amount of
any distribution of net proceeds to Unit holders. In any event, the Partnership
will not liquidate until sale of both real properties. For these reasons, the
Purchasers have based their estimate of the value of the Units on the analysis
described below.

The Purchasers are offering to purchase Units which are an illiquid
investment and are not offering to purchase the Partnership's underlying assets.
Although the Partnership has disclosed that it is marketing its two real
properties, as discussed herein, and has a contingent agreement to sell the
Springdale Apartments, the sales have not been consummated and the assets of the
Partnership may not be liquidated for an indefinite period of time. Accordingly,
the underlying asset value of the Partnership is only one factor used by the
Purchasers in arriving at the Offer Price. However, in the absence of trading
price information, the Purchasers estimate of the net asset value of the
Partnership may be relevant to Unit holders' review of the Offer Price. Using
publicly available information concerning the Partnership contained in the
Partnership's Form 10-KSB for the fiscal year ended December 31, 2002 and the
quarterly report for the quarter ended September 30, 2003 and the Current Report
filed as of February 9, 2004, the Purchasers derived an estimated net asset
value for the Units. The Purchasers are not qualified as real estate appraisers
and have relied solely on publicly available information in making their
estimate of the value of the Partnership's assets. The Purchasers estimated
value of Partnership assets was calculated solely for purposes of formulating
their offer and cannot be relied upon as representing an amount which might
actually be realized upon a liquidation of the Partnership's assets, whether now
or at any time in the future.

In determining their estimated value of the Units, the Purchasers first
calculated the "Estimated Net Sales Value" of the Partnership's real property
investments. The Estimated Net Sales Value was determined by first determining
the properties' net operating income ("NOI"). The NOI was calculated by
subtracting from rental income the property operating expenses. This NOI was
then divided by an 11% capitalization rate (the "Cap Rate") and the result
reduced by 3% to take into account the estimated closing costs which would be
incurred upon sale by the Partnership of the properties, including brokerage
commissions, title costs, surveys, appraisals, legal fees and transfer taxes.
The NOI and the rental income were obtained from the Partnership's Form 10-QSB
for the third quarter ended September 30, 2003 (available on the Commission's
EDGAR system, at its internet web site at www.sec.gov, and available for
inspection at the Commission's principal office in Washington, D.C. and at its
regional offices in Chicago, Illinois.)

The Purchasers believe that the Cap Rate utilized is within a range of
capitalization rates currently employed in the marketplace for properties of
similar type, age, and quality. The utilization of different capitalization
rates, however, could also be appropriate. In this regard, Unit holders should
be aware that the use of lower capitalization rate would result in a higher
Estimated Net Sales Value.

To determine the Estimated Liquidation Value of the Partnership's
assets, the Purchaser added to the Estimated Net Sales Value of the
Partnership's properties the net current assets, as reported in the
Partnership's most recent Form 10-KSB for the fiscal year ended December 31,
2002, and calculated the amount of the balance allocable to the Units. The
resulting Estimated Liquidation Value of the Partnership's assets per was
approximately $483 per Unit. The Purchasers emphasize that this value was
calculated by them solely for purposes of selecting an Offer Price. There can be
no assurance as to the actual liquidation value of Partnership assets or as to
the amount or timing of distributions of liquidation proceeds which may be
received by Unit holders. The Partnership has not announced any pending offer to
purchase its assets. Accordingly, there can be no assurance as to the
availability or timing of any liquidation proceeds.

The Offer Price represents the price at which the Purchasers are
willing to purchase Units. The Purchasers arrived at the $350 Offer Price by
applying a liquidity discount to their calculations of Estimated Liquidation
Value of the Partnership's assets, after deducting selling and liquidation
costs. The Purchasers apply such a discount with the intention of making a
profit by holding on to the Units until the Partnership is liquidated, hopefully
at close to the full Estimated Liquidation Value. No independent person has been
retained to evaluate or render any opinion with respect to the fairness of the
Offer Price and no representation is made by the Purchasers or any affiliate of
the Purchasers as to such fairness. Other measures of the value of the Units may
be relevant to Unit holders. Unit holders are urged to consider carefully all of
the information contained herein and consult with their own advisors, tax,
financial or otherwise, in evaluating the terms of the Offer before deciding
whether to tender Units.

The Offer is not made with any current view toward or plan or purpose
of acquiring Units in a series of successive and periodic offers. Nevertheless,
the Purchasers reserve the right to gauge the response to this solicitation,
and, if not successful in achieving the Maximum Offer, may consider future
offers. Factors affecting the Purchasers' future interest in acquiring
additional Units include, but are not limited to, the relative success of the
current Offer, any increase or decrease in the availability of capital for
investment by the Purchasers and their investment fund affiliates, the current
diversification and performance of each affiliated fund's portfolio of real
estate interests, the development of any public market in the Units or actions
by unrelated parties to tender for or purchase Units, the status of and changes
and trends in the Partnership's operations, announcement of pending property
sales and the proposed terms of sales, and local and national real estate and
financial market developments and trends.

General Background Information

Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Partnership or the General Partners,
has been derived from information provided in reports filed by the Partnership
with the Securities and Exchange Commission.

Tendering Unit holders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Units to the Purchasers
pursuant to the Offer. The Purchasers will pay all charges and expenses incurred
in connection with the Offer. The Purchasers desire to purchase all Units
tendered by each Unit holder.

If, prior to the Expiration Date, the Purchasers increase the
consideration offered to Unit holders pursuant to the Offer, such increased
consideration will be paid with respect to all Units that are purchased pursuant
to the Offer, whether or not such Units were tendered prior to such increase in
consideration.

Unit holders are urged to read this Offer to Purchase and the
accompanying Letter of Transmittal carefully before deciding whether to tender
their Units.

TENDER OFFER

Section 1. Terms of the Offer. Upon the terms and subject to the conditions of
the Offer, the Purchasers will accept for payment and pay for Units validly
tendered on or prior to the Expiration Date and not withdrawn in accordance with
Section 4 of this Offer to Purchase. The term "Expiration Date" shall mean 12:00
midnight, Pacific Daylight Time, on April 30, 2004, unless and until the
Purchasers shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchasers, shall expire.

The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Purchasers
reserve the right (but shall not be obligated), in their sole discretion and for
any reason, to waive any or all of such conditions. If, by the Expiration Date,
any or all of such conditions have not been satisfied or waived, the Purchasers
reserve the right (but shall not be obligated) to (i) decline to purchase any of
the Units tendered, terminate the Offer and return all tendered Units to
tendering Unit holders, (ii) waive all the unsatisfied conditions and, subject
to complying with applicable rules and regulations of the Commission, purchase
all Units validly tendered, (iii) extend the Offer and, subject to the right of
Unit holders to withdraw Units until the Expiration Date, retain the Units that
have been tendered during the period or periods for which the Offer is extended
or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration
of the Offer, if all conditions are either satisfied or waived, the Purchasers
will promptly pay for all validly tendered Units, and the Purchasers do not
intend to imply that the foregoing rights of the Purchasers would permit the
Purchasers to delay payment for validly tendered Units following expiration.

The Purchasers do not anticipate and have no reason to believe that any
condition or event will occur that would prevent the Purchasers from purchasing
tendered Units as offered herein.

Section 2. Acceptance for Payment and Payment for Units. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any extension or amendment), the Purchasers
will accept for payment, and will pay for, Units validly tendered and not
withdrawn in accordance with Section 4, promptly following the Expiration Date.
In all cases, payment for Units purchased pursuant to the Offer will be made
only after timely receipt by the Depositary of a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by the Letter of Transmittal.

For purposes of the Offer, the Purchasers shall be deemed to have
accepted for payment (and thereby purchased) tendered Units when, as and if the
Purchasers give oral or written notice to the Depositary of the Purchasers'
acceptance for payment of such Units pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Units purchased pursuant to
the Offer will in all cases be made by deposit of the Offer Price with the
Depositary, which will act as agent for the tendering Unit holders for the
purpose of receiving payment from the Purchasers and transmitting payment to
tendering Unit holders.

Under no circumstances will interest be paid on the Offer Price by
reason of any delay in making such payment.

If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units not purchased will be of no force or
effect. If, for any reason whatsoever, acceptance for payment of, or payment
for, any Units tendered pursuant to the Offer is delayed or the Purchasers are
unable to accept for payment, purchase or pay for Units tendered pursuant to the
Offer, then, without prejudice to the Purchasers' rights under Section 13 (but
subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary
may, nevertheless, on behalf of the Purchasers, retain tendered Units, subject
to any limitations of applicable law, and such Units may not be withdrawn except
to the extent that the tendering Unit holders are entitled to withdrawal rights
as described in Section 4.

If, prior to the Expiration Date, the Purchasers shall increase the
consideration offered to Unit holders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to the
Offer, whether or not such Units were tendered prior to such increase.

Section 3. Procedures for Tendering Units.

Valid Tender. For Units to be validly tendered pursuant to the Offer, a properly
completed and duly executed Letter of Transmittal (a copy of which is enclosed
with this Offer to Purchase, printed on yellow paper) with any other documents
required by the Letter of Transmittal must be received by the Depositary at its
address set forth on the back cover of this Offer to Purchase on or prior to the
Expiration Date. A Unit holder may tender any or all Units owned by such Unit
holder.

In order for a tendering Unit holder to participate in the Offer, Units must be
validly tendered and not withdrawn prior to the Expiration Date, which is 12:00
midnight, Pacific Daylight Time, on April 30, 2004, or such date to which the
Offer may be extended.

The method of delivery of the Letter of Transmittal and all other required
documents is at the option and risk of the tendering Unit holder and delivery
will be deemed made only when actually received by the Depositary.

Backup Federal Income Tax Withholding. To prevent the possible application of
31% backup federal income tax withholding with respect to payment of the Offer
Price for Units purchased pursuant to the Offer, a tendering Unit holder must
provide the Depositary with such Unit holder's correct taxpayer identification
number and make certain certifications that such Unit holder is not subject to
backup federal income tax withholding. Each tendering Unit holder must insert in
the Letter of Transmittal the Unit holder's taxpayer identification number or
social security number in the space provided on the front of the Letter of
Transmittal. The Letter of Transmittal also includes a substitute Form W-9,
which contains the certifications referred to above. (See the Instructions to
the Letter of Transmittal.)

FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the sum of the Offer Price plus the amount of Partnership
liabilities allocable to each Unit tendered, each Unit holder must complete the
FIRPTA Affidavit included in the Letter of Transmittal certifying such Unit
holder's taxpayer identification number and address and that the Unit holder is
not a foreign person. (See the Instructions to the Letter of Transmittal and
"Section 6. Certain Federal Income Tax Consequences.")

Other Requirements. By executing a Letter of Transmittal as set forth above, a
tendering Unit holder irrevocably appoints the designees of the Purchasers as
such Unit holder's proxies, in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of such
Unit holder's rights with respect to the Units tendered by such Unit holder and
accepted for payment by the Purchasers. Such appointment will be effective when,
and only to the extent that, the Purchasers accept such Units for payment. Upon
such acceptance for payment, all prior proxies given by such Unit holder with
respect to such Units will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
designees of the Purchasers will, with respect to such Units, be empowered to
exercise all voting and other rights of such Unit holder as they in their sole
discretion may deem proper at any meeting of Unit holders, by written consent or
otherwise. In addition, by executing a Letter of Transmittal, a Unit holder also
assigns to the Purchasers all of the Unit holder's rights to receive
distributions from the Partnership with respect to Units which are accepted for
payment and purchased pursuant to the Offer, other than those distributions
declared or paid during the period commencing on the Offer Date and terminating
on the Expiration Date.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation
to Give Notice of Defects. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Units
pursuant to the procedures described above will be determined by the Purchasers,
in their sole discretion, which determination shall be final and binding.

The Purchasers reserve the absolute right to reject any or all tenders if not in
proper form or if the acceptance of, or payment for, the absolute right to
reject any or all tenders if not in proper form or if the acceptance of, or
payment for, the Units tendered may, in the opinion of the Purchasers' counsel,
be unlawful. The Purchasers also reserve the right to waive any defect or
irregularity in any tender with respect to any particular Units of any
particular Unit holder, and the Purchasers' interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
Instructions thereto) will be final and binding. Neither the Purchasers, the
Depositary, nor any other person will be under any duty to give notification of
any defects or irregularities in the tender of any Units or will incur any
liability for failure to give any such notification.

A tender of Units pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Unit holder and the
Purchasers upon the terms and subject to the conditions of the Offer, including
the tendering Unit holder's representation and warranty that (i) such Unit
holder owns the Units being tendered within the meaning of Rule 14e-4 under the
Exchange Act and (ii) the tender of such Unit complies with Rule 14e-4. Rule
14e-4 requires, in general, that a tendering security holder actually be able to
deliver the security subject to the tender offer, and is of concern particularly
to any Unit holders who have granted options to sell or purchase the Units, hold
option rights to acquire such securities, maintain "short" positions in the
Units (i.e., have borrowed the Units) or have loaned the Units to a short
seller. Because of the nature of limited partnership interests, the Purchasers
believe it is unlikely that any option trading or short selling activity exists
with respect to the Units. In any event, a Unit holder will be deemed to tender
Units in compliance with Rule 14e-4 and the Offer if the holder is the record
owner of the Units and the holder (i) delivers the Units pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii) guarantees such
delivery, (iv) causes a guaranty of such delivery, or (v) uses any other method
permitted in the Offer (such as facsimile delivery of the Transmittal Letter).

Section 4. Withdrawal Rights. Except as otherwise provided in this Section 4,
all tenders of Units pursuant to the Offer are irrevocable, provided that Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in this
Offer to Purchase, may also be withdrawn at any time on or after May 18, 2004.

For withdrawal to be effective a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address or
the facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the Units
to be withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.

If purchase of, or payment for, Units is delayed for any reason or if
the Purchasers are unable to purchase or pay for Units for any reason, then,
without prejudice to the Purchasers' rights under the Offer, tendered Units may
be retained by the Depositary on behalf of the Purchasers and may not be
withdrawn except to the extent that tendering Unit holders are entitled to
withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under
the Exchange Act, which provides that no person who makes a tender offer shall
fail to pay the consideration offered or return the securities deposited by or
on behalf of security holders promptly after the termination or withdrawal of
the tender offer.

All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchasers, in their sole
discretion, which determination shall be final and binding. Neither the
Purchasers, nor the Depositary, nor any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or will incur any liability for failure to give any such notification.

Any Units properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.

Section 5. Extension of Tender Period; Termination; Amendment. The Purchasers
expressly reserve the right, in their sole discretion, at any time and from time
to time, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Units by
giving oral or written notice of such extension to the Depositary, (ii) upon the
occurrence or failure to occur of any of the conditions specified in Section 13,
to delay the acceptance for payment of, or payment for, any Units not heretofore
accepted for payment or paid for, or to terminate the Offer and not accept for
payment any Units not theretofore accepted for payment or paid for, by giving
oral or written notice of such termination to the Depositary, and (iii) to amend
the Offer in any respect (including, without limitation, by increasing or
decreasing the consideration offered or the number of Units being sought in the
Offer or both or changing the type of consideration) by giving oral or written
notice of such amendment to the Depositary. Any extension, termination or
amendment will be followed as promptly as practicable by public announcement,
the announcement in the case of an extension to be issued no later than 9:00
a.m., Eastern Daylight Time, on the next business day after the previously
scheduled Expiration Date, in accordance with the public announcement
requirement of Rule 14d-4(c) under the Exchange Act. Without limiting the manner
in which the Purchasers may choose to make any public announcement, except as
provided by applicable law (including Rule 14d-4(c) under the Exchange Act), the
Purchasers will have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by issuing a release to the
Dow Jones News Service. The Purchasers may also be required by applicable law to
disseminate to Unit holders certain information concerning the extensions of the
Offer and any material changes in the terms of the Offer.

If the Purchasers extend the Offer, or if the Purchasers (whether
before or after its acceptance for payment of Units) are delayed in their
payment for Units or are unable to pay for Units pursuant to the Offer for any
reason, then, without prejudice to the Purchasers' rights under the Offer, the
Depositary may retain tendered Units on behalf of the Purchasers, and such Units
may not be withdrawn except to the extent tendering Unit holders are entitled to
withdrawal rights as described in Section 4. However, the ability of the
Purchasers to delay payment for Units that the Purchasers have accepted for
payment is limited by Rule 14e-1 under the Exchange Act, which requires that the
Purchasers pay the consideration offered or return the securities deposited by
or on behalf of holders of securities promptly after the termination or
withdrawal of the Offer.

If the Purchasers make a material change in the terms of the Offer or
the information concerning the Offer or waive a material condition of the Offer,
the Purchasers will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer or
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer to Purchase, "business day" means any day other than a Saturday, Sunday or
a federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, Pacific Daylight Time.

Section 6. Material Federal Income Tax Consequences. THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND
DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO A
PARTICULAR UNIT HOLDER. For example, this discussion does not address the effect
of any applicable foreign, state, local or other tax laws other than federal
income tax laws. Certain Unit holders (including trusts, foreign persons,
tax-exempt organizations or corporations subject to special rules, such as life
insurance companies or S corporations) may be subject to special rules not
discussed below. This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"), existing regulations, court decisions and Internal
Revenue Service ("IRS") rulings and other pronouncements. EACH UNIT HOLDER
TENDERING UNITS SHOULD CONSULT SUCH UNIT HOLDER'S OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNIT HOLDER OF ACCEPTING THE OFFER,
INCLUDING THE APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL, FOREIGN,
STATE, LOCAL AND OTHER TAX LAWS.

The following discussion is based on the assumption that the
Partnership is treated as a partnership for federal income tax purposes and is
not a "publicly traded partnership" as that term is defined in the Code.

Gain or Loss. A taxable Unit holder will recognize a gain or loss on the sale of
such Unit holder's Units in an amount equal to the difference between (i) the
amount realized by such Unit holder on the sale and (ii) such Unit holder's
adjusted tax basis in the Units sold. The amount realized by a Unit holder will
include the Unit holder's share of the Partnership's liabilities, if any (as
determined under Code section 752 and the regulations thereunder). If the Unit
holder reports a loss on the sale, such loss generally could not be currently
deducted by such Unit holder except against such Unit holder's capital gains
from other investments. In addition, such loss would be treated as a passive
activity loss. (See "Suspended Passive Activity Losses" below.)

The adjusted tax basis in the Units of a Unit holder will depend upon
individual circumstances. (See also "Partnership Allocations in Year of Sale"
below.) Each Unit holder who plans to tender hereunder should consult with the
Unit holder's own tax advisor as to the Unit holder's adjusted tax basis in the
Unit holder's Units and the resulting tax consequences of a sale.

If any portion of the amount realized by a Unit holder is attributable
to such Unit holder's share of "unrealized receivables" or "substantially
appreciated inventory items" as defined in Code section 751, a corresponding
portion of such Unit holder's gain or loss will be treated as ordinary gain or
loss. It is possible that the basis allocation rules of Code Section 751 may
result in a Unit holder's recognizing ordinary income with respect to the
portion of the Unit holder's amount realized on the sale of a Unit that is
attributable to such items while recognizing a capital loss with respect to the
remainder of the Unit.

A tax-exempt Unit holder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Units pursuant
to the Offer, assuming that such Unit holder does not hold its Units as a
"dealer" and has not acquired such Units with debt financed proceeds.

Partnership Allocations in Year of Sale. A tendering Unit holder will be
allocated the Unit holder's pro rata share of the annual taxable income and
losses from the Partnership with respect to the Units sold for the period
through the date of sale, even though such Unit holder will assign to the
Purchasers their rights to receive certain cash distributions with respect to
such Units. Such allocations and any Partnership distributions for such period
would affect a Unit holder's adjusted tax basis in the tendered Units and,
therefore, the amount of gain or loss recognized by the Unit holder on the sale
of the Units.

Possible Tax Termination. The Code provides that if 50% or more of the capital
and profits interests in a partnership are sold or exchanged within a single
12-month period, such partnership generally will terminate for federal income
tax purposes. It is possible that the Partnership could terminate for federal
income tax purposes as a result of consummation of the Offer. A tax termination
of the Partnership could have an effect on a corporate or other non-individual
Unit holder whose tax year is not the calendar year, as such a Unit holder might
recognize more than one year's Partnership tax items in one tax return, thus
accelerating by a fraction of a year the effects from such items.

Suspended "Passive Activity Losses". A Unit holder who sells all of the Unit
holder's Units would be able to deduct "suspended" passive activity losses from
the Partnership, if any, in the year of sale free of the passive activity loss
limitation. As a limited partner of the Partnership, which was engaged in real
estate activities, the ability of a Unit holder, who or which is subject to the
passive activity loss rules, to claim tax losses from the Partnership was
limited. Upon sale of all of the Unit holder's Units, such Unit holder would be
able to use any "suspended" passive activity losses first against gain, if any,
on sale of the Unit holder's Units and then against income from any other
source.

Foreign Unit holders. Gain realized by a foreign Unit holder on a sale of a Unit
pursuant to the Offer will be subject to federal income tax. Under Section 1445
of the Code, the transferee of a partnership interest held by a foreign person
is generally required to deduct and withhold a tax equal to 10% of the amount
realized on the disposition. The Purchasers will withhold 10% of the amount
realized by a tendering Unit holder from the purchase price payment to be made
to such Unit holder unless the Unit holder properly completes and signs the
FIRPTA Affidavit included as part of the Letter of Transmittal certifying the
Unit holder's TIN, that such Unit holder is not a foreign person and the Unit
holder's address. Amounts withheld would be creditable against a foreign Unit
holder's federal income tax liability and, if in excess thereof, a refund could
be obtained from the Internal Revenue Service by filing a U.S. income tax
return.

Section 7. Effects of the Offer.

Limitations on Resales. The Purchasers do not believe the provisions of the
Partnership Agreement should restrict transfers of Units pursuant to the Offer.

Effect on Trading Market. If a substantial number of Units are purchased
pursuant to the Offer the result would be a reduction in the number of Unit
holders. Reducing the number of security holders in certain kinds of equity
securities might be expected to result in a reduction in the liquidity and
volume of activity in the trading market for the security. However, there is no
established public trading market for the Units and none is expected to develop.
Therefore, the Purchasers do not believe a reduction in the number of Unit
holders will materially further restrict the Unit holders' ability to find
purchasers for their Units through secondary market transactions.

Voting Power of Purchasers. If the Purchasers acquire a significant number of
the Units sought hereunder could give the Purchasers a controlling voting
interest in matters subject to a limited partner vote. The Partnership does not
hold annual or regular meetings to elect directors, and does not have a
representative board of directors overseeing management. Votes of Unit holders
would only be solicited, if ever, for matters affecting the fundamental
structure of the Partnership, such as the sale of the properties and termination
of the Partnership, and the affirmative vote of more than 50% of the outstanding
Units (not a mere quorum) is required to effect action. The Purchasers and their
affiliates do not intend to call for any such vote in the foreseeable future,

though they are aware that the General Partners have expressed their intention
intend to solicit approvals of the sale of the properties. A Unit holder who
tenders Units to the Purchasers grants a proxy to the Purchasers as of the date
of acceptance of the tender, granting the Purchasers the right to vote such
Units it their sole discretion as to any matters for which the Partnership has
established a record date prior to the time such. Units are transferred by the
Partnership to the Purchasers. Absent significant changes to the proposed sale
of Springdale Apartments, the Purchasers would expect to approve the sale on the
terms publicly disclosed. The Purchasers nevertheless reserve the right to
exercise any and all rights they might hold in the event that any such vote is
called by the General Partners, or if, in the future, changes in circumstances
would dictate that they or other limited partners exercise their right to call a
vote.

Other Potential Effects. The Units are registered under the Exchange Act, which
requires, among other things that the Partnership furnish certain information to
its Unit holders and to the Commission and comply with the Commission's proxy
rules in connection with meetings of, and solicitation of consents from, Unit
holders. Registration and reporting requirements could be terminated by the
Partnership if the number of record holders falls below 300, or below 500 if the
Partnership's total assets are below $10 million for three consecutive preceding
fiscal years. The Partnership reported a total of 1,494 limited partners as of
its most recent fiscal year end, but the Purchasers are offering to purchase any
and all outstanding Units. Accordingly, it is possible that the Offer could
result in the total number of Unit holders falling below the foregoing 300
holder level. As disclosed by the Partnership in its public reports, however,
there has never been a public trading market for the Units and none is expected
to develop, so the Partnership's status as a public company will not affect a
trading market in the Units. While the Partnership's Agreement of Limited
Partnership requires that all Unit holders be provided annual audited financial
statements, quarterly interim financial statements and timely reports providing
other information regarding the operations and condition of the Partnership, a
change in the Partnership's status as a public company could reduce the
information available to Unit holders about the Partnership in the event the
information required by the Partnership Agreement is not as extensive as that
provided in reports required to be filed by public companies under applicable
rules of the Securities and Exchange Commission. We would note, however, that
the Partnership is, according to the General Partners public statements,
attempting to liquidate its assets and terminate, so any change in the public
status of the Partnership would occur upon such liquidation in any event.

Section 8. Future Plans. Following the completion of the Offer, the Purchasers,
or their affiliates, may acquire additional Units. Any such acquisitions may be
made through private purchases, one or more future tender offers or by any other
means deemed advisable or appropriate. Any such acquisitions may be at a
consideration higher or lower than the consideration to be paid for the Units
purchased pursuant to the Offer. The Purchasers are seeking to purchase a total
of 35,157 Units. If the Purchasers acquire fewer than 35,157 Units pursuant to
the Offer, the Purchasers may seek to make further purchases on the open market
at prevailing prices, or solicit Units pursuant to one or more future tender
offers at the same price, a higher price or, if the Partnership's circumstances
change, at a lower price. Alternatively, the Purchasers may discontinue any
further purchases of Units after termination of the Offer, regardless of the
number of Units purchased. The Offer is not made with any current view toward or
plan or purpose of acquiring Units in a series of successive and periodic
offers. Nevertheless, as noted above, the Purchasers reserve the right to gauge
the response to this solicitation, and, if not successful in achieving the
Maximum Offer, may consider future offers. Factors affecting the Purchasers'
future interest in acquiring additional Units include, but are not limited to,
the relative success of the current Offer, any increase or decrease in the
availability of capital for investment by the Purchasers and their investment
fund affiliates, the current diversification and performance of each affiliated
fund's portfolio of real estate interests, the development of any public market
in the Units or actions by unrelated parties to tender for or purchase Units,
the status of and changes and trends in the Partnership's operations,
announcement of pending property sales and the proposed terms of sales, and
local and national real estate and financial market developments and trends.

The Purchasers are acquiring the Units pursuant to the Offer solely for
investment purposes. The Purchasers have no present intention to seek control of
the Partnership or to change the management or operations of the Partnership.
The Purchasers do not have any present intention to take any action in
connection with the ongoing liquidation of the Partnership. The Purchasers
nevertheless reserve the right, at an appropriate time, to exercise their rights
as limited partners to vote on matters subject to a limited partner vote,
including, but not limited to, any vote to affecting the sale of the
Partnership's properties and the liquidation and dissolution of the Partnership.
Except as expressly set forth herein, the Purchasers have no present intention
to seek control of the Partnership, to cause the Partnership to engage in any
extraordinary transaction, to cause any purchase, sale or transfer of a material
amount of the assets of any Partnership, to make any change in the distribution
policies, indebtedness or capitalization of any Partnership or to change the
structure, management or operations of the Partnership, the listing status of
the Units or the reporting requirements of the Partnership.

Section 9. The Business of the Partnership. Information included herein
concerning the Partnership is derived from the Partnership's publicly-filed
reports. Information concerning the Partnership, its assets, operations and
management is contained in its Annual Reports on Form 10-KSB and Quarterly
Reports on Form 10-QSB and other filings with the Securities and Exchange
Commission. Such reports and filings are available on the Commission's EDGAR
system, at its internet web site at www.sec.gov, and are available for
inspection at the Commission's principal office in Washington, D.C. and at its
regional offices in Chicago, Illinois. The Purchasers have relied on such
information to the extent information is presented herein concerning the
Partnership, but the Purchasers have no ability to independently verify this
information. Thus, the information is provided for informational purposes only;
the Purchasers make no statements about, and cannot guaranty the accuracy of,
the information included in such reports and extracted in this Offer. The
Purchasers can only take responsibility for accurately reporting what the
Partnership has reported in its filings.

The Partnership owns a 99.9% interest in the partnerships which own the
Springdale Apartments, a 199-unit apartment complex located in Waukesha,
Wisconsin (the "Springdale Apartments"), and Gold Coast Self Storage, a 155,997
gross square foot, seven story and garage style self-storage facility located in
Chicago, Illinois ("Gold Coast Storage"). As described above, the Springdale
Apartments are subject to a pending agreement of sale. The February 2004 Current
Report filed by the Partnership disclosed that "Although Gold Coast Storage has
been listed with a broker for sale, as of the date of this Notice of Special
Meeting and Solicitation of Proxies, the Partnership had received no purchase
offers for Gold Coast Storage. Any future sale of Gold Coast Storage also will
require the approval of a majority of the Limited Partners." In the
Partnership's quarterly report on Form 10-QSB for the quarter ended September
30, 2003, the Partnership disclosed: "On May 12, 2003, the Managing General
Partner received a copy of a letter, dated May 9, 2003, from Mackenzie
Patterson, Inc. (now known as `MacKenzie Patterson Fuller, Inc.') and Robert J.
Korslin to all of the Partnership's Limited Partners. Mackenzie Patterson, Inc.
and Mr. Korslin indicate in their joint letter that they own 1,475 Units
(approximately 4.1% of total Units outstanding). The Mackenzie/Korslin letter
indicates that they are seeking consent to `cause the General Partners to market
the properties.' The Managing General Partner believes that it already has begun
taking steps necessary to market the Springdale Apartments and Gold Coast
Storage." MacKenzie Patterson Fuller, Inc. had taken steps, together with Mr.
Korslin, an unaffiliated fellow Unit holder, to begin seeking a Unit holder
action to cause the Partnership to market the properties. After communicating
with the General Partners, MacKenzie Patterson Fuller, Inc. determined that, for
the present, the Partnership was taking adequate steps to market the properties
and has held any further actions in pursuit of liquidation in abeyance. Mr.
Korslin is not participating in any way in the Purchaser's Offer.

The following description of the Partnership's properties was included in its
most recent Form 10-KSB for the year ended December 31, 2002.

"Item 2. Description of Properties

The Partnership holds the Specified Properties (the two real properties,
Springdale Apartments and Gold Coast Storage, are referred to in the 10-KSB as
the "Specified Properties") described below on an unencumbered or all cash
basis. In identifying the Specified Properties, the General Partners considered
various real property and financial factors, including the condition and use of
such Properties, the prospects for long-range liquidity, income-producing
capacity, possible long-term appreciation prospects and income tax
considerations. The Partnership will not acquire additional properties. The
Partnership originally expected to begin an orderly liquidation of the Specified
Properties after a period of operations of five to ten years. The Partnership
has been operating for more than ten years. The Partnership intends to hold the
Specified Properties until such time as a sale or other disposition appears to
be advantageous to achieving the Partnership's investment objectives or it
appears that such objectives will not be met. In deciding whether to sell or
refinance a Property, the Partnership will consider factors such as potential
capital appreciation, cash flow and federal income tax considerations, including
possible adverse federal income tax consequences to the Limited Partners. The
net proceeds of any such sale or refinancing would be distributed to the
Partners in accordance with the terms of the Partnership Agreement.

OCCUPANCY/LEASED SPACE

NAME AND LOCATION DESCRIPTION OF 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
PROPERTY

Springdale 199 unit 97% 97% 95% 94.5% 91%
Apartments residential
Waukesha, apartment complex
Wisconsin located on 13.9
acres of land.

Gold Coast 155,997 square 88% 87% 88% 85% 74.1%
Storage foot
Chicago, self-storage
Illinois facility
facility with
92,391
square feet of
space.

The Springdale Apartments.

General. The Partnership holds a 99.9% interest, as sole general partner,
in Springdale Associates Ltd., a Delaware limited partnership (hereinafter
"Springdale Associates"). ChrisKen Limited Partnership 1, the Partnership's
Associate General Partner holds the remaining .1% interest as the sole limited
partner of Springdale Associates. Springdale Associates owns the land and
buildings located at 2407-17 Springdale Road, Waukesha (Waukesha County),
Wisconsin (the "Springdale Apartments").

Property. The Springdale Apartments comprise a multi-family rental complex
built in 1972, consisting of 199 rental units located in eight separate
buildings on 13.9 acres of land. Each building is a two-story structure, with
some buildings having exposed basements, which allow for another level of
apartments on the exposed sides.

The Springdale Apartments offer one, two and three bedroom models, with
rents at December 31, 2002, as follows:

Apartment Type No. of Apartments Average Approximate Apartment Size Rent/Sq. Ft.
Rent per Month (Includes Heat)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
1BR, 1 Bath 70 $714-729 677-733 SF $1.05 -.99
* 1 BR, I Bath 9 $764-779 677-733 SF $1.13 -1.06
2BR, 2 Baths 85 $819-829 936-966 SF $.88-.86
*2BR, 2 Baths 15 $864-879 936-966 SF $.92 -.91
3BR, 2 Baths 19 $989-1004 1,150-1,200 SF $.86 -.84
*3BR, 2 Baths 1 $1054 1,150 SF $.92

*Renovated

Although the current rental rates in the table above reflect an average
increase of approximately 4.6% over December 31, 2001 rental rates, realized
lease rates increased 3.4% during 2002. The average economic occupancy, measured
as a percentage of net rental receipts dividend by gross potential rents, of the
Springdale Apartments was 95.6% in 2002 compared to 95.3% in 2001. Additionally,
occupancy as of December 31, 2002, was 91%. See discussion in Item 6.
Management's Discussion and Analysis or Plan of Operations, below. Most tenant
leases are for periods of from six months to one year. At December 31, 2002,
there were three tenants with month-to-month leases. No tenants lease more than
one unit.

Analysis. The General Partners believe that the following information
reflected market conditions as of December 31, 2002, for apartment complexes
that may compete with the Springdale Apartments.

COMPETITIVE PROJECTS

Project Apartment Type Average Apartment Size Rent/Sq. Ft.
Approximate Rent (Includes Heat)
per Month
- ------------------ ------------------- -------------------- ------------------- ------------------
- ------------------ ------------------- -------------------- ------------------- ------------------
Meadows A) 1BR/1 Bath $680 685 $.99
B) IBR/1 Bath $745 708 $1.05
A) 2BR/2 Bath $745 943 $.79
B) 2BR/2 Bath $870 1,115 $.78

Monterey * 1BR/1 Bath $725-750 730-860 $.99-.87
(Waukesha)
2BR/2 Bath $785-835 965-1,010 $.81-.83

Willow * 1BR/1 Bath $615-650 630-912 $.98-.71
Creek
(Waukesha)

2BR/1-1/2 Bath $750-770 940-1,050 $.80-.73

*Does not include heat. A) = Not Remodeled; B) = Remodeled

The Meadows, which is directly across the street from Springdale
Apartments, completed remodeling of its clubhouse, leasing center, fitness
center and game room in 1996, and continues to remodel apartment interiors, for
which higher rents are charged. Monterey is a seventeen-year-old complex and
rental rates do not include heat. Willow Creek is a thirteen-to-fourteen year
old complex located next to Springdale Apartments. Willow Creek, whose rental
rates do not include heat or water and sewer, comprises 168 units.

For federal income tax purposes, the Springdale Apartments are being
depreciated using 27.5-year straight-line depreciation for the portion of its
federal income tax basis allocable to non-tax-exempt Limited Partners and using
a 40-year straight-line depreciation for the portion allocable to tax-exempt
Limited Partners. Since June 1, 1998, for financial reporting purposes, the
Springdale Apartments have been depreciated on straight-line depreciation basis,
over a 16.75 year life. See generally, Item 7. Financial Statements - Note 1 to
Financial Statements. The General Partners believe that the Springdale
Apartments are adequately covered by insurance. Material improvements in 2002
primarily consisted of: eight apartment renovations, nineteen new shower
surrounds, joist reinforcements and structural repairs and replacement of air
conditioners, appliances, and carpeting, as necessary. See discussion in Item 6,
Management's Discussion and Analysis or Plan of Operations, below. Material
improvements anticipated in 2003 include: approximately 26 new shower surrounds,
joist reinforcements and structural repairs, re-asphalting of the fire lane,
renovating apartments, landscaping improvements, exterior lighting enhancements,
and apartment carpet and tile, heating, ventilation and air conditioning and
appliance replacement on an as needed basis.

Gold Coast Storage.

General. The Partnership has a 99.9% interest, as the sole general partner,
in Chicago I Self-Storage, Ltd., an Illinois limited partnership affiliated with
the Partnership (the "Halsted Partnership"). ChrisKen Limited Partnership 1, the
Associate General Partner, holds the remaining .1% interest as the sole limited
partner of the Halsted Partnership. The Halsted Partnership owns the land and
buildings located at 1015 North Halsted, Chicago, Illinois ("Gold Coast
Storage").

Property. Gold Coast Storage is a seven-story, loft-type industrial
building constructed in approximately 1930 for use as a light manufacturing
facility and warehouse. In 1982, a prior owner converted the building to a
self-storage facility. When acquired, the building contained a total gross floor
area of approximately 145,000 square feet (now approximately 155,997 square feet
primarily resulting from the addition of garage stle[sic] storage buildings),

in addition to a full basement area, and was constructed with load-bearing
exterior masonry walls and wood floors and joists. The foundation walls are
masonry with exterior elevations of common brick and face brick. The office
areas in the front of the building are provided with heating, ventilation and
air conditioning systems that the General Partners believe to be in satisfactory
condition. The storage areas of the building are heated to temperatures held in
the 50 degree Fahrenheit range by ceiling-mounted space heaters with fans. The
building is serviced by two freight elevators and has a TV security system, fire
escape and sprinkler system. The Gold Coast Storage parking lot has 14 spaces
for automobiles.

Lessees of rental units in self-storage facilities include individuals,
small businesses, professionals and to some extent, large businesses.
Individuals usually rent space for the storage of furniture, household
appliances, personal belongings, motor vehicles, boats, campers, motorcycles and
household goods. Businesses normally rent space for storage of excess inventory,
records and equipment. Such usage may be on a long-term or short-term basis.
Substantially all leases for storage space in 2002, with the exception of
approximately 4,647 square feet, were on a month-to-month basis. The average
optimum lease rate for self-storage space is $16.00 per square foot, although
rates on individual storage areas vary based upon the number of square feet in
the specific storage area. At December 31, 2002, approximately 74.1% of the
space was leased compared to 85% at December 31, 2001. On an economic basis, the
average occupancy was 72.4% during 2002 and 83.7% during 2001.

The Partnership has obtained insurance covering the contents of rented
storage units where damage is due to negligence or malfeasance. However, the
scope of this type of insurance is limited and will not cover wrongful action
deemed to be willful. The expense of defending and, where appropriate, settling
or paying such claims is an added cost of business to be borne by the
Partnership. Although past experience would indicate that such claims should not
materially affect the Partnership's financial condition or its results of
operations, no assurance can be given regarding the number or amount of such
claims or the cost of defending or disposing of them, which the Partnership may
have to bear.

The size and type of self-storage units which are available are set forth in the
chart below:

(1) Gold Coast Storage - Interior

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
16 4x4x4 $30.00 $360.00 $22.50
32 8x4x5 56.00 672.00 21.00
40 5x8x9 70.00 840.00 21.00
50 5x10x9 90.00 1,080.00 21.60
64 8x8x9 112.00 1,344.00 21.00
80 8x10x9 125.00 1,500.00 18.75
104 8x13x9 135.00 1,620.00 15.58
144 8x18x9 187.00 2,244.00 15.58
192 12x16x9 230.00 2,760.00 14.38
352 22x16x9 366.00 4,392.00 12.48

(2) Gold Coast Storage - Exterior

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
200 10x20 $240.00 $2,880.00 $ 14.40
250 10x25 290.00 3,480.00 13.92
264 12x22 304.00 3,648.00 13.82
300 10x30 345.00 4,140.00 13.80
403 13x31 419.00 5,028.00 12.48

Analysis. The General Partners believe that twenty-one self-storage
facilities compete with Gold Coast Storage. Following are seven of the
facilities that the General Partners believe most directly compete with the
property:

(1) East Bank Storage (One), 429 West Ohio Street
(This location offers sales representatives a business center which includes
private offices and free local telephone use and copier service.)

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
25 5x5x4 $55.00 $ 660.00 $ 26.40
50 5x10x8 85.00 1,020.00 20.40
64 8x8x8 115.00 1,380.00 21.56
80 8x10x8 135.00 1,620.00 20.25
100 10x10x8 160.00 1,920.00 19.20

(2) East Bank Storage (Two), 730 West Lake Street. (This location opened during
the fourth quarter 1996.)

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
25 5x5x8 $ 55.00 $ 660.00 $ 26.40
50 5x10x8 100.00 1,200.00 24.00
80 8x10x8 160.00 1,920.00 24.00
100 10x10x8 175.00 2,100.00 21.00
150 10x15x8 235.00 2,820.00 18.80
200 10x20x8 305.00 3,660.00 18.30

(3) Public Storage, 1129 N. Wells. (This location opened for business in early
1996)

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
25 5x5x8 $ 53.00 $ 636.00 $ 25.44
50 5x10x8 95.00 1,140.00 22.80
80 8x10x8 135.00 1,620.00 20.25
100 10x10x8 139.00 1,668.00 16.68
200 10x20x8 289.00 3,468.00 17.34

(4) Public Storage, 362 W. Chicago Ave. (This location opened for business in
early 1996)

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
25 5x5x8 $ 49.00 $ 588.00 $ 23.52
50 5x10x8 85.00 1,020.00 20.40
80 8x10x8 109.00 1,308.00 16.35
100 10x10x8 129.00 1,548.00 15.48
200 10x20x8 259.00 3,108.00 15.54

(5) Strong Box, 1516 N. Orleans. (This property has modified some space into a
controlled wine cellar.)

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
16 4x4x4 $ 47.00 $ 564.00 $ 35.25
25 5x5x8 67.00 804.00 32.16
50 5x10x8 110.00 1,320.00 26.40
64 8x8x8 130.00 1,560.00 24.38
80 8x10x8 158.00 1,896.00 23.70
100 10x10x8 194.00 2,328.00 23.28
144 8x18x8 290.00 3,480.00 24.17

(6) The Lock Up, 930 N. Clybourn.

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
50 5x10x8 $ 139.00 $ 1,668.00 $ 33.36
80 8x10x8 175.00 2,100.00 26.25
100 10x10x8 235.00 2,820.00 28.20
150 10x15x8 309.00 3,708.00 24.72
200 10x20x8 359.00 4308.00 21.54

(7) The Lock Up, 350 W. Kinzie.

Sq. Ft. Size Cost per Month Cost Annually Annual Cost per Sq.
Ft.
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
50 5x10x8 $ 75.00 $ 900.00 $ 18.00
80 8x10x8 109.00 1,308.00 16.35
100 10x10x8 179.00 2,148.00 21.48
150 10x15x8 249.00 2,988.00 19.92

Parking lot spaces are leased to ChrisKen Support Services, Inc, an
affiliate of Gold Coast Storage, which operates a rental truck service. Rent is
paid on a month-to-month basis and is based on volume of rentals as an
indication of use of the space. Rent of the parking lot space is expected to
average approximately $510 per month.

For federal income tax purposes, Gold Coast Storage is being depreciated
using a part 31.5-year and part 19-year straight-line depreciation method for
the portion of its federal income tax basis allocable to non-tax-exempt Limited
Partners and using a 40-year straight-line depreciation method for the portion
allocable to tax-exempt Limited Partners. For financial reporting purposes, the
Property is being depreciated using 31.5-year straight-line depreciation. Major
improvements during 2002 included extensive tuck pointing and masonry,
replacement of the first floor roof and elevator repairs. See Item 6,
Management's Discussion and Analysis or Plan of Operations, below for further
discussion. Major improvements anticipated for 2003 include new signage, new
doors and gutter systems for existing garages, the enclosure of 190 window
openings with UL fire rated materials, replacement of the dock catch basin, and
structural repairs."

Section 10. Conflicts of Interest. The Depositary is affiliated with certain
Purchasers. Therefore, by virtue of this affiliation, the Depositary may have
inherent conflicts of interest in acting as Depositary for the Offer. The
Depositary's role is administrative only, however, and any conflict of interest
should not be deemed material to Unit holders.

Section 11. Certain Information Concerning the Purchasers. The Purchasers are
MACKENZIE PATTERSON ACQUISITION CO., LLC; MP INCOME FUND 19, LLC; MP INCOME FUND
11, L.P.; MACKENZIE PATTERSON SPECIAL FUND 6, LLC; MACKENZIE PATTERSON SPECIAL
FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; ACCELERATED HIGH YIELD
INSTITUTIONAL INVESTORS, L.P.; ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.;
SPECIFIED INCOME FUND, L.P.; and MP FALCON GROWTH FUND, LLC. For information
concerning the Purchasers and their respective principals, please refer to
Schedule I attached hereto. The principal business of each of the Purchasers is
investment in securities, particularly real estate-based securities. The
principal business address of each of the Purchasers is 1640 School Street,
Moraga, California 94556.

The Purchasers have made binding commitments to contribute and have
available sufficient amounts of capital necessary to fund the acquisition of all
Units subject to the Offer, the expenses to be incurred in connection with the
Offer, and all other anticipated costs of the Purchasers. The Purchasers are not
public companies and have not prepared audited financial statements or financial
statements prepared in accordance with generally accepted accounting principles.
MacKenzie Patterson Fuller, Inc. and its affiliates have been in the business of
purchasing illiquid real estate securities; both in open market transactions and
by means of tender offers, since 1982 and have acquired more than $50 million in
such securities for affiliated portfolios during the last ten years. The
Purchasers have aggregate assets that are more than sufficient to fund their
collective obligation to purchase Units in this Offer.

Except as otherwise set forth herein, (i) neither the Purchasers nor, to the
best knowledge of the Purchasers, the persons listed on Schedule I nor any
affiliate of the Purchasers beneficially owns or has a right to acquire any
Units, (ii) neither the Purchasers nor, to the best knowledge of the Purchasers,
the persons listed on Schedule I nor any affiliate of the Purchasers, or any
director, executive officer or subsidiary of any of the foregoing has effected
any transaction in the Units within the past 60 days, (iii) neither the
Purchasers nor, to the best knowledge of the Purchasers, the persons listed on
Schedule I nor any affiliate of the Purchasers has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Partnership, including but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies,
consents or authorizations, (iv) there have been no transactions or business
relationships which would be required to be disclosed under the rules and
regulations of the Commission between any of the Purchasers or, to the best
knowledge of the Purchasers, the persons listed on Schedule I, or any affiliate
of the Purchasers on the one hand, and the Partnership or its affiliates, on the
other hand, (v) there have been no contracts, negotiations or transactions
between the Purchasers, or to the best knowledge of the Purchasers any affiliate
of the Purchasers on the one hand, the persons listed on Schedule I, and the
Partnership or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of securities,
an election of directors or a sale or other transfer of a material amount of
assets, (vi) no person listed on Schedule I has been convicted in a criminal
proceeding during the past five years (excluding traffic violations or similar
misdemeanors), and (vii) no person listed on Schedule I has been a party to any
judicial or administrative proceeding during the past five years (except for
matters dismissed without sanction or settlement) that resulted in a judgment,
decree, or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws. .

Section 12. Source of Funds. The Purchasers expect that approximately
$12,304,950 would be required to purchase 35,157 Units, if tendered, and an
additional $20,000 may be required to pay related fees and expenses. The
Purchasers anticipate funding all of the purchase price and related expenses
through their existing capital and assets. The cash and liquid securities
necessary to complete the entire purchase is readily available and is committed
to that purpose. Accordingly, there are no financing arrangements to fall
through and no alternative financing plans.

Section 13. Conditions of the Offer. Notwithstanding any other term of the
Offer, the Purchasers shall not be required to accept for payment or to pay for
any Units tendered unless all authorizations or approvals of, or expirations of
waiting periods imposed by, any court, administrative agency or other
governmental authority necessary for the consummation of the transactions
contemplated by the Offer shall have been obtained or occurred on or before the
Expiration Date.

The Purchasers shall not be required to accept for payment or pay for
any Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:

(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have been
issued and shall remain in effect which (i) makes illegal, delays or otherwise
directly or indirectly restrains or prohibits the making of the Offer or the
acceptance for payment of or payment for any Units by the Purchasers, (ii)
imposes or confirms limitations on the ability of the Purchasers effectively to
exercise full rights of ownership of any Units, including, without limitation,
the right to vote any Units acquired by the Purchasers pursuant to the Offer or
otherwise on all matters properly presented to the Partnership's Unit holders,
(iii) requires divestiture by the Purchasers of any Units, (iv) causes any
material diminution of the benefits to be derived by the Purchasers as a result
of the transactions contemplated by the Offer or (v) materially adversely affect
the business, properties, assets, liabilities, financial condition, operations,
results of operations or prospects of the Purchasers or the Partnership, in the
reasonable judgment of the Purchasers;

(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental authority
or agency, other than the application of the waiting period provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which will,
directly or indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;

(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Partnership, which, in the reasonable judgment of the Purchasers, is or will be
materially adverse to the Partnership, or the Purchasers shall have become aware
of any fact that, in the reasonable judgment of the Purchasers, does or will
have a material adverse effect on the value of the Units;

(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of a
limitation on the markets thereof, or (vi) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material acceleration
or worsening thereof; or

(e) it shall have been publicly disclosed or the Purchasers shall have
otherwise learned that (i) more than fifty percent of the outstanding Units have
been or are proposed to be acquired by another person (including a "group"
within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person
or group that prior to such date had filed a Statement with the Commission
pursuant to Sections 13(d) or (g) of the Exchange Act has increased or proposes
to increase the number of Units beneficially owned by such person or group as
disclosed in such Statement by two percent or more of the outstanding Units.

The foregoing conditions are for the sole benefit of the Purchasers and
may be asserted by the Purchasers or may be waived by the Purchasers in whole or
in part at any time and from time to time prior to the Expiration Date in their
sole exercise of reasonable discretion, and the Offer will remain open for a
period of at least five business days following any such waiver of a material
condition. Any termination by the Purchasers concerning the events described
above will be final and binding upon all parties.

Section 14. Certain Legal Matters.

General. Except as set forth in this Section 14, the Purchasers are not aware of
any filings, approvals or other actions by any domestic or foreign governmental
or administrative agency that would be required prior to the acquisition of
Units by the Purchasers pursuant to the Offer. Should any such approval or other
action be required, it is the Purchasers' present intention that such additional
approval or action would be sought. While there is no present intent to delay
the purchase of Units tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Partnership's business, or that certain parts of the Partnership's business
might not have to be disposed of or held separate or other substantial
conditions complied with in order to obtain such approval or action, any of
which could cause the Purchasers to elect to terminate the Offer without
purchasing Units thereunder. The Purchasers' obligation to purchase and pay for
Units is subject to certain conditions, including conditions related to the
legal matters discussed in this Section 14.

Antitrust. The Purchasers do not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of Units
pursuant to the Offer.

Margin Requirements. The Units are not "margin securities" under the regulations
of the Board of Governors of the Federal Reserve System and, accordingly, such
regulations are not applicable to the Offer.

State Takeover Laws. A number of states have adopted anti-takeover laws which
purport, to varying degrees, to be applicable to attempts to acquire securities
of corporations which are incorporated in such states or which have substantial
assets, security holders, principal executive offices or principal places of
business therein. These laws are directed at the acquisition of corporations and
not partnerships. The Purchasers, therefore, do not believe that any
anti-takeover laws apply to the transactions contemplated by the Offer.

Although the Purchasers have not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchasers reserve the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to the Offer, the Purchasers might be unable
to accept for payment or purchase Units tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchasers
may not be obligated to accept for purchase or pay for any Units tendered.

Section 15. Fees and Expenses. The Purchasers have retained MacKenzie Patterson
Fuller, Inc., an affiliate of certain Purchasers, to act as Depositary in
connection with the Offer. The Purchasers will pay the Depositary reasonable and
customary compensation for its services in connection with the Offer, plus
reimbursement for out-of-pocket expenses, and will indemnify the Depositary
against certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. The Purchasers will also pay all
costs and expenses of printing, publication and mailing of the Offer and all
costs of transfer.

Section 16. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) UNIT HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. THE PURCHASERS ARE NOT AWARE OF ANY JURISDICTION
WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD BE ILLEGAL.

No person has been authorized to give any information or to make any
representation on behalf of the Purchasers not contained herein or in the Letter
of Transmittal and, if given or made, such information or representation must
not be relied upon as having been authorized.

March 19, 2004

MACKENZIE PATTERSON ACQUISITION CO., LLC
MP INCOME FUND 19, LLC
MP INCOME FUND 11, L.P.
MACKENZIE PATTERSON SPECIAL FUND 6, LLC
MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC
MACKENZIE PATTERSON SPECIAL FUND 7, LLC
ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.
ACCELERATED HIGH YIELD INSTITUTIONAL FUND, L.P.
SPECIFIED INCOME FUND, L.P.
MP FALCON GROWTH FUND, LLCC

SCHEDULE I

THE PURCHASERS AND THEIR RESPECTIVE PRINCIPALS

The Purchasers are MACKENZIE PATTERSON ACQUISITION CO., LLC; MP
INCOME FUND 19, LLC; MP INCOME FUND 11, L.P.; MACKENZIE PATTERSON SPECIAL FUND
6, LLC; MACKENZIE PATTERSON SPECIAL FUND 6-A, LLC; MACKENZIE PATTERSON SPECIAL
FUND 7, LLC; ACCELERATED HIGH YIELD INSTITUTIONAL INVESTORS, L.P.; ACCELERATED
HIGH YIELD INSTITUTIONAL FUND, L.P.; SPECIFIED INCOME FUND, L.P.; and MP FALCON
GROWTH FUND, LLC. Each of the Purchasers is organized as a limited liability
company or limited partnership. The Manager of each of the limited liability
company Purchasers and the general partner of each of the limited partnership
Purchasers is MacKenzie Patterson Fuller, Inc. The names of the directors and
executive officers of MacKenzie Patterson Fuller, Inc. are set forth below. The
Purchasers have jointly made the offer and are jointly and severally liable for
satisfying its terms. Other than the foregoing, the Purchasers' relationship
consists of an informal agreement to share the costs associated with making the
offer and to allocate any resulting purchases of Units among them in such manner
and proportions as they may determine in the future. Each of the entities is
organized in California.

MacKenzie Patterson Fuller, Inc.

The names of the directors and executive officers of MacKenzie Patterson Fuller,
Inc. are set forth below. Each individual is a citizen of the United States of
America. The principal business address of MacKenzie Patterson Fuller, Inc.,
each Purchaser, and each individual is 1640 School Street, Moraga, California
94556, and the business telephone number for each is 925-631-9100.

C.E. Patterson is President and a director of MacKenzie Patterson Fuller, Inc.,
which acts as manager and general partner of a number of real estate investment
vehicles, and has served in those positions since January 1989. In 1981, Mr.
Patterson founded Patterson Financial Services, Inc., a registered investment
advisor ("PFS"), with Berniece A. Patterson, as a financial planning firm, and
he has served as its President since that date. Mr. Patterson founded Patterson
Real Estate Services, a licensed California Real Estate Broker, in 1982. As
President of PFS, Mr. Patterson is responsible for all investment counseling
activities. He supervises the analysis of investment opportunities for the
clients of the firm. Mr. Patterson has served as president of Host Funding,
Inc., an owner of lodging properties, since December 1999. Mr. Patterson is also
an officer and controlling shareholder of Cal-Kan, Inc., and an executive
officer and controlling shareholder of Moraga Partners, Inc., each a closely
held real estate investment company, and trustee of the Pat Patterson Western
Securities, Inc. Profit Sharing Plan. Mr. Patterson, through his affiliates,
manages a number of investment and real estate companies.

Berniece A. Patterson is a director of MacKenzie Patterson Fuller, Inc., and has
served in that capacity since January 1989. In 1981, Ms. Patterson and C.E.
Patterson established PFS. She has served as Chair of the Board and Secretary of
PFS since that date. Her responsibilities with PFS include oversight of
administrative matters and monitoring of past projects underwritten by PFS.
Since October 1990, Ms. Patterson has served as Chief Executive Officer of
Pioneer Health Care Services, Inc., and is responsible for the day-to-day
operations of its three nursing homes and over 300 employees.

Glen W. Fuller became senior vice president and a director of MacKenzie
Patterson Fuller, Inc. in May 2000. Prior to becoming senior vice president,
from August 1998 to April 2000, he was with MacKenzie Patterson Fuller, Inc. as
a portfolio manager and research analyst. Since December 1999, Mr. Fuller has
served as an officer and director of Host Funding, Inc. Prior to joining
MacKenzie Patterson Fuller, Inc., from May 1996 to July 1998, Mr. Fuller ran the
over the counter trading desk for North Coast Securities Corp. (previously
Morgan Fuller Capital Group) with responsibility for both the proprietary and
retail trading desks. Mr. Fuller was also the registered options principal and
registered municipal bond principal for North Coast Securities, a registered
broker dealer. Mr. Fuller currently is a NASD-registered options principal and a
registered bond principal, and he holds his NASD Series 7, general securities
license. Mr. Fuller has also spent time working on the floor of the New York
Stock Exchange as a trading clerk and on the floor of the Pacific Stock Exchange
in San Francisco as an assistant specialist for LIT America.

Chip Patterson is vice president, general counsel, and a director of the
MacKenzie Patterson Fuller, Inc. Prior to joining MacKenzie Patterson Fuller,
Inc. in July 2003, he was a securities and corporate finance attorney with the
national law firm of Davis Wright Tremaine LLP from August, 2000 to January,
2003. From August, 1997 to May, 2000 he attended the University of Michigan Law
School, where he graduated magna cum laude with a Juris Doctor Degree. Prior to
law school, Chip Patterson taught physics, chemistry, and math at the high
school level for three years, from June, 1994 to June, 1997. He graduated with
high distinction from the University of California at Berkeley with a Bachelor
of Arts Degree in Political Science. He also has prior experience in sales,
retail, and banking.

Christine Simpson is vice president of MacKenzie Patterson Fuller, Inc. and is
responsible for the day-to-day management of research and securities purchases
and sales on behalf of the entities managed by MacKenzie Patterson Fuller, Inc.
Ms. Simpson has served in that position since January 1997; from January 1994
until her promotion to vice president, she was a research analyst with MacKenzie
Patterson Fuller, Inc. She joined MacKenzie Patterson Fuller, Inc. as an
administrative assistant in July 1990.