UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                          FORM 10-KSB

[X] Annual Report Under Section 13 or 15(d) of the
   Securities Exchange Act of  1934.

             For the fiscal year ended December 31, 2002

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
   Securities Exchange Act of 1934.

   For the transition period from       N/A     to     N/A
   Commission File Number 0-28332

                      BRAUVIN NET LEASE V, INC.
     (Name of small business issuer as specified in its charter)

              Maryland                        36-3913066
   (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)        Identification No.)

   30 North LaSalle Street, Chicago, Illinois         60602
    (Address of principal executive offices)        (Zip Code)

                          (312) 759-7660
         (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b)of the Exchange Act:

                                     Name of each exchange on
   Title of each class                   which registered
         None                                   N/A

Securities registered pursuant to Section 12(g)of the Exchange Act:

             Common Stock, par value - $.01 per share
                        (Title of Class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes   X  No        .

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year: $1,289,549.

The aggregate market value of the Common Stock held by non-
affiliates as of March 28, 2003 was $10,289,296.  As of March 28,
2003, the registrant had 1,286,163 shares of Common Stock
outstanding.


Transitional small business disclosure format (check one)
Yes ___ No  X .


                    BRAUVIN NET LEASE V, INC.
                  2002 FORM 10-KSB ANNUAL REPORT

                               INDEX
                               PART I
                                                                   Page
Item 1. Description of Business. . . . . . . . . . . . . . . . . . . 3

Item 2. Description of Properties. . . . . . . . . . . . . . . . . . 6

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . .  13

Item 4. Submission of Matters to a Vote of Security
        Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .13

                             PART II
Item 5. Market for Common Equity and
        Related Stockholder Matters. . . . . . . . . . . . . . . .  14

Item 6. Management's Discussion and Analysis or Plan
        of Operation . . . . . . . . . . . . . . . . . . . . . . .  16

Item 7. Consolidated Financial Statements. . . . . . . . . . . . . .20

Item 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure. . . . . . . . . . . .  20

                             PART III
Item 9. Directors, Executive Officers, Promoters and
        Control Persons; Compliance with Section 16(a)
        of the Exchange Act. . . . . . . . . . . . . . . . . . . .  22

Item 10.Executive Compensation . . . . . . . . . . . . . . . . . .  27

Item 11.Security Ownership of Certain Beneficial Owners
        and Management . . . . . . . . . . . . . . . . . . . . . .  27

Item 12.Certain Relationships and Related Transactions . . . . . .  28

Item 13.Controls and Procedures . . . . . . . . . . . . . . . . . . 30

Item 14.Exhibits and Reports on Form 8-K . . . . . . . . . . . . .  30

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

                              PART I

Item 1. Description of Business.

General

   Brauvin Net Lease V, Inc. (the "Fund") is a Maryland
corporation formed on October 14, 1993, which operates as a real
estate investment trust ("REIT") under federal tax laws. The Fund
has acquired properties that are leased to creditworthy corporate
operators of nationally or regionally established businesses
primarily in the retail and family restaurant sectors. All of the
leases are on a long-term "triple net" basis generally requiring
the corporate tenant to pay both base annual rent with mandatory
escalation clauses and all operating expenses.  The Fund acquired
properties subject to leases with a Country Harvest Buffet
Restaurant during the year ended December 31, 1994; an On the
Border Restaurant, a Blockbuster Video, a Chili's Restaurant, a
Just for Feet and a Video Watch during the year ended December  31,
1995; a Pier 1 Imports and a Taylor Rental during the year ended
December 31, 1996;  a Jiffy Lube and Firestone facility during the
year ended December 31, 1997; and a Golden Corral Restaurant during
the year ended December 31, 2002.  The On the Border Restaurant,
and the Just for Feet property were sold during the year ended
December 31, 2002. The Chili's Restaurant in Birmingham, Alabama
was exchanged for a similar property located in Tucker, Georgia
during the year ended December 31, 2002.

   The advisory agreement provides for Brauvin Realty Advisors V,
L.L.C. (the "Advisor"), an affiliate of the Fund, to be the advisor
to the Fund.  The Fund registered the sale of up to 5,000,000
shares of common stock at $10.00 per share in an initial public
offering filed with the Securities and Exchange Commission
("Registration Statement") and the issuance of 500,000 shares
pursuant to the Fund's dividend reinvestment plan ("Reinvestment
Plan").  After the termination of the Offering, the Fund registered
the issuance of 200,000 shares under the Reinvestment Plan.  The
Reinvestment Plan was available for those stockholders who wished
to participate pursuant to which stockholders may cause dividends
from the Fund to be automatically reinvested in additional shares.
On August 8, 1994, the Fund sold the minimum (120,000) shares
required under its Registration Statement and commenced its real
estate activities.  The offering period for the sale of common
stock terminated on February 25, 1996 after the Fund had raised
$12,865,680 in gross proceeds with an additional $133,861 of shares
purchased by stockholders through the Reinvestment Plan, including
$200,000 invested by the Advisor ("Initial Investment"), before
reduction for  selling commissions and other offering costs.  At
December 31, 2002, the Fund had outstanding 1,286,163 shares and
the gross proceeds raised were $13,545,075, excluding liquidations
of $663,172, and including the $200,000 invested by the Advisor,
before reduction for selling commissions and other offering costs.

   In February 2001, the Board of Directors determined it was in
the best interest of the Fund to discontinue the Dividend
Reinvestment Plan.  Shareholder participation in the Plan had
declined to approximately 3.9% of the total number of investors in
the Fund.  The Board of Directors concluded that the significant
majority of shareholders would benefit from the termination through
the elimination of the potential for the dilution of existing
shareholders as well as the elimination of the costs associated
with the Plan.  Accordingly, effective February 13, 2001, the Board
of Directors terminated the Dividend Reinvestment Plan and all
future dividends will be paid in cash.

   The Fund's structure and business were designed to provide
stockholders:  (1) cash distributions beginning in the first
quarter of operations in amounts that exceed taxable income, and in
no event less than 90% of the Fund's taxable income, given the non-
cash nature of depreciation expense and the REIT qualification
requirements; (2) preservation of capital, through acquisition of
well located properties with leases on a long term "triple net"
basis to creditworthy corporate tenants; (3)increased income and
protection against inflation, through leases with mandatory rent
escalation clauses; and (4) capital appreciation, through the
potential increase in value of the properties.  There can be no
assurance that the foregoing objectives will be achieved.

   The Fund qualifies as a REIT under Sections 856-860 of the
Internal Revenue Code, as amended (the "Code"). In order to
qualify, the Fund is required to distribute substantially all of
its taxable income to its stockholders and meet certain asset and
income tests as well as certain other requirements.

   The Fund has no employees other than its officers who do not
receive compensation from the Fund.

   The Fund intends to sell its properties not later than seven to
nine years after their acquisition and distribute the net proceeds
and other cash to the stockholders.

   The terms of the transactions between the Fund and the Advisor
and its affiliates are set forth in Item 12 below, to which
reference is hereby made for a description of such terms and
transactions.

Market Conditions/Competition

   Prior to the acquisition of the Fund's properties, the Fund had
competed with many other entities engaged in real estate investment
activities to acquire property, some of which had greater resources
than the Fund.  In addition, the number of entities and the amount
of funds available for investment in properties of a type suitable
for investment by the Fund may have resulted in increased
competition for such investments and possibly increased the prices
paid therefor.

   As it is anticipated that the leases at the Fund's properties
will entitle the Fund to participate in gross receipts of lessees
above fixed minimum amounts, the success of the Fund will depend in
part on the ability of those lessees to compete with similar
businesses in  their respective vicinities.  The Fund's business is
not seasonal.


Item 2. Description of Properties.

Country Harvest Buffet Restaurant

   On November 21, 1994, the Fund purchased a 6,750 square foot
building and the underlying land which was occupied by a Country
Harvest Buffet restaurant (the "CHB Property") located in Lynnwood,
Washington (metropolitan Seattle), from an unaffiliated party, for
$900,000 plus closing costs.  The CHB Property was originally
leased to Country Harvest Buffet Restaurants, Inc. under a triple
net lease.  The tenant discontinued operations in mid-June 1997 as
a result of new competition from a new and larger buffet restaurant
opening in the immediate area. In January, 1998, the Fund agreed to
a sublease with another buffet restaurant, Moon Buffet.  Moon
Buffet opened for business mid-April 1998.  The Moon Buffet lease
is triple net, which requires monthly payments of minimum base rent
in the amount of $8,721 with periodic increases in rent beginning
in the third sublease year.  Under the Moon Buffet sublease no
percentage rental payments will be made to the Fund.  The Moon
Buffet lease is scheduled to expire in November, 2014.  At December
31, 2002, Moon Buffet is paying a monthly rental amount of $9,794
to the Fund.

On The Border Restaurant

   On January 9, 1995, the Fund purchased an 8,200 square foot
building and the underlying land which was occupied by an On The
Border restaurant (the "OTB Property") located in Stafford, Texas
(metropolitan Houston), from an unaffiliated party, for $1,340,000
plus closing costs.  The OTB Property was leased to On The Border
Corporation, a subsidiary of On The Border Cafes, Inc., under a
triple net, initial fifteen-year lease with two five-year extension
options which was guaranteed by Brinker Restaurant Corporation, an
affiliate of On The Border Cafes, Inc.  The lease required a
minimum base rent each month in the amount of $12,292 plus periodic
increases beginning in the sixth lease year.  The tenant of the OTB
Property discontinued its operations on May 29, 1996.  Brinker
Texas, L.P., the property's lease guarantor (and a wholly-owned
subsidiary of Brinker International) honored the lease and
cooperated with the Fund in order to locate a subtenant or
facilitate the sale of this location.   In the first quarter of
2002, a contract for the sale of this property was signed with an
unaffiliated third party.  The sale price was $1,585,000 and was
subject to the purchaser's due diligence. On February 20, 2002, the
potential purchaser terminated the sale contract. On April 29,
2002, the Fund sold the On The Border Restaurant property to an
unaffiliated third party for a sales price of $1,385,000 (exclusive
of an additional $200,000 tenant lease buyout fee). The net
proceeds received including the buyout was approximately
$1,475,000.

Blockbuster Video

   On January 31, 1995, the Fund purchased a 6,515 square foot
building and the underlying land which was occupied by a
Blockbuster Video store (the "BBV Property") located in Lakewood,
Colorado (metropolitan Denver), from an unaffiliated party, for
$1,120,000 plus closing costs.  The BBV Property is leased to
Blockbuster Video, Inc. under a triple net, ten-year lease with
three five-year extension options.  The lease requires a minimum
base rent each month in the amount of $10,254 plus periodic
increases beginning in the sixth lease year.  At December 31, 2002,
the monthly rent for this property is $11,792.

Chili's Restaurant

   On April 13, 1995, the Fund purchased a 6,100 square foot
building and the underlying land which was occupied by a Chili's
restaurant (the "Chili's Property") located in Birmingham, Alabama,
from an unaffiliated party, for $1,080,000 plus closing costs.  The
Chili's Property was leased to Sunstate Ventures, Inc., a Chili's
restaurant franchisee, under a triple net lease, for an original
remaining term of approximately fourteen years with two five-year
extension options.  The lease requires a minimum base rent each
month in the amount of $10,417.

   On October 1, 1996, the assets of Sunstate Ventures, Inc. were
purchased by Brinker Alabama, Inc. a wholly-owned subsidiary of
Brinker International, Inc. and the Chili's lease was assigned from
Sunstate Ventures, Inc. to Brinker Alabama, Inc.  The terms and
conditions of the original lease for this property remained
unchanged.

   In 2001, Brinker expressed a desire to close this facility and
exchange this property for a better performing property that
Brinker owned.  The Fund and Brinker agreed to this exchange and in
the second quarter of 2002, the like kind property exchange was
completed.  As a result of this exchange the base rent will remain
the same, but the percentage rent breakpoint was reduced by
approximately $200,000 and the Fund's percentage of revenue in
excess of the breakpoint was reduced from 6% to 4.75%.  The Fund's
expenses related to this transaction were primarily related to
legal and title fees.   These expenses were recorded as general and
administrative expenses.

Just For Feet

   On June 15, 1995, the Fund purchased a 15,000 square foot
building and the underlying land which was occupied by a Just For
Feet store (the "Feet Property") located in Independence, Missouri,
from an unaffiliated party, for $2,141,400 plus closing costs.  The
Feet Property was leased to Just For Feet, Inc., under a triple
net, twenty-year lease with two five-year extension options.  The
lease required a minimum base rent each month in the amount of
$19,630 plus periodic increases beginning in the sixth lease year.

   On November 4, 1999, Just For Feet, Inc. filed for Chapter ll
bankruptcy protection in the United States Bankruptcy Court in
Wilmington, Delaware.   Just for Feet, Inc. filed for Bankruptcy
Court approval to sell all or various parts of its assets in a
court-approved auction.  Following the auction, Just for Feet, Inc.
ceased operations.

   In March 2000, the Fund received notice that the lease for this
property was purchased by Footstar through the auction process.
This lease purchase did not affect the terms of the Just For Feet
lease.  Footstar operated the property and continued to timely make
all ongoing rental payments to the Fund.  In the first quarter of
2001, the Fund signed a contract for the sale of this property to
an unaffiliated third party for approximately $2,700,000, subject
to the purchaser's due diligence.  This contract was subsequently
terminated.

   In the first quarter of 2002, the Fund signed another contract
with an unaffiliated third party for the sale of this property at
a sale price of $2,700,000 subject to the purchaser's due
diligence.  In March, 2002, the potential purchaser terminated the
sale contract.

   On May 16, 2002, The Fund sold the Just For Feet property to an
unaffiliated third party for a sales price of $2,675,000. The net
proceeds received was approximately $2,575,000.

Hollywood Entertainment

   On July 31, 1995, the Fund purchased an 8,000 square foot
building and the underlying land which was occupied by a Video
Watch store (the "Video Property") located in Beloit, Wisconsin,
from an unaffiliated party, for $830,000 plus closing costs.  The
Video Property was leased to Video Watch, Inc. ("Video Watch"),
under a triple net, ten-year lease with one five-year extension
option.  The lease requires a minimum base rent each month in the
amount of $8,000 plus periodic increases beginning in the third
lease year.  At December 31, 2002, the monthly rent for this
property is $9,000.

   In August 1995, Hollywood Entertainment Corporation acquired
Video Watch, Inc. and shortly thereafter converted the Video Watch
property to a Hollywood Video.  The terms and conditions of the
original lease for this property remain unchanged.


Pier 1 Imports

   On May 3, 1996, the Fund purchased a 10,834 square foot
building and the underlying land which was occupied by a Pier 1
Imports store (the "Pier 1 Property"), located in Sioux Falls,
South Dakota from P. One Sioux Falls Investors, Inc., an
unaffiliated party, for $1,375,000 plus closing costs.  The Pier 1
Property has been leased to Pier 1 Imports, Inc. ("Pier 1"), under
a triple net, ten-year lease ending February 28, 2006.  The lease
requires Pier 1 to pay a minimum base rent each month in the amount
of $13,046.

Taylor Rental

   On November 22, 1996, the Fund purchased a 5,000 square foot
building and the underlying land which was occupied by a Taylor
Rental Facility (the "Taylor Property") located in Jacksonville,
Florida, from an unaffiliated party, for $650,000 plus closing
costs.  The Taylor Property has been leased to General Rental and
guaranteed by Stanley Works Corporation, under a triple net lease,
for a remaining term ending July 31, 2007.  The lease requires
General Rental to pay base rent each month in the amount of $5,811
with rent escalations every three years based upon 66% of CPI
increase.  At December 31, 2002, the monthly rent for this property
is $6,875.

   In the first quarter of 1999, General Rental discontinued its
operations.   The Fund does not anticipate that this situation will
adversely affect the Fund's cash flow, as rent has continued to be
paid on the lease.

   Stanley Works has secured a new subtenant for this location.
On October 16, 2002, a sublease was executed between The Stanley
Works, successor to General Rental Company, Inc.(Sublessor) and
Marine Max of Southeast Florida, LLC (Sublessee) and MarineMax Inc.
a Delaware corporation (Guarantor).


Jiffy Lube & Firestone

   On February 20, 1997, effective as of January 22, 1997, the
Fund,  through a wholly-owned subsidiary intended to qualify as a
qualified REIT subsidiary, purchased two buildings consisting of a
6,580 square foot building and the underlying land, which was
occupied by a Firestone Tire & Service Center facility (the
"Firestone Facility") and a 2,440 square foot building and the
underlying land, which was occupied by a Jiffy Lube oil change
facility (the "Jiffy Lube Facility"), both located in East Norriton
Township, Pennsylvania from an unaffiliated party for $1,450,000
plus closing costs.  The Firestone Facility was subject to an
existing lease to Bridgestone/Firestone Inc. ("Firestone") under a
triple net lease (except the landlord is responsible for
structural, roof and exterior repairs) for an initial term of 25
years ending January 31, 2013, which requires Firestone to pay a
minimum base rent each month in the amount of $7,975 plus periodic
increases and percentage rent. At December 31, 2002, the monthly
rent for this property is $8,773.

   In 2000, Bridgestone-Firestone, Inc. was in the process of a
national remodeling program for its retail stores, which included
painting, new counters, customer lounge and new merchandise display
fixtures and exterior painting. The program was completed in 2000
with an average expenditure of $50,000 per store.  Bridgestone-
Firestone, Inc. believes that its remodeling program will attract
new customers to its stores.

    The Jiffy Lube Facility was subject to an existing lease to
Jiffy Lube International of Maryland, Inc. ("Jiffy Lube") under a
triple net lease for an initial term of 20 years ending May 8,
2007, which requires Jiffy Lube to pay a minimum base rent each
month in the amount of $6,570 plus periodic increases and
percentage rent.  At December 31, 2002, the monthly rent for this
property is $7,950.


Golden Corral Restaurant

    On July 19, 2002,  with the approval of the Fund's Board of
Directors and in accordance with the Fund's acquisition guidelines,
the Fund purchased a 9,611 square foot restaurant building situated
on a two acre parcel located in Bradenton, Florida for
approximately $2,174,000 plus closing costs (the "Bradenton
Property").

   The Bradenton Property has been leased to Corral of Bradenton
LP, which operates a Golden Corral Restaurant, under a triple net
lease, for a remaining term ending October 19, 2019.  The lease
requires Corral of Bradenton LP to pay base rent each month in the
amount of $19,227 beginning August 1, 2002 and base rent in the
amount of $20,383 beginning November 1, 2002 with periodic rental
increases.  At December 31, 2002, the monthly rent for this
property is $20,383.

   In the opinion of management, the Fund has provided for
adequate insurance coverage of its real estate investment
properties.

   As of December 31, 2002, all the Fund's properties were fully
occupied.

   All the Fund's properties are being depreciated over 40 years
for financial reporting and 39 years for tax reporting.  The cost
basis for federal tax purposes of all the Fund's properties as of
December 31, 2002 is approximately $10,057,800.

Risk of Ownership

   The possibility exists that tenants of the Fund's properties as
well as lease guarantors, if any, may be unable to fulfill their
obligations pursuant to the terms of their leases, including making
base rent or percentage rent payments to the Fund. Such a default
by the tenants or a premature termination of any one of the leases
could have an adverse effect on the financial position of the Fund.
Furthermore, the Fund may be unable to successfully locate a
substitute tenant due to the fact that these buildings have been
designed or built primarily to house a particular type of
operation.  Thus, the properties may not be readily marketable to
a new tenant without substantial capital improvements or
remodeling. Such improvements may require expenditure of funds that
might otherwise be available for distribution.

Item 3. Legal Proceedings.

        None.


Item 4. Submission of Matters to a Vote of Security Holders.

        None.




                             PART II

Item 5. Market for the Common Equity and Related Stockholder
        Matters.

   At December 31, 2002 there were 721 stockholders in the Fund.
Although there is no established public trading market for the
shares and no assurance exists that there will be a public market
for the shares, shares could have been redeemed or transferred as
discussed below.

Redemption of Shares

   After the termination of the offering, any stockholder
(excluding the Advisor or its affiliates who may not sell the
shares represented by the initial investment while the Advisor
remains the advisor to the Fund, but who may transfer the shares to
an affiliate) who acquired or received shares directly from the
Fund or the Reinvestment Plan (such shares, for so long as owned by
the original holder, are called "Eligible Shares") may present such
Eligible Shares to the Fund for redemption at any time subject to
the availability of proceeds in accordance with the procedures
outlined in the Fund's Prospectus.  The Fund does not expect to
redeem any further shares as a result of the discontinuance of the
Dividend Reinvestment Plan as discussed below.

   In accordance with the Fund's original investment objective,
during the first quarter of 2000, the Board of Directors approved
a plan to have the Fund's shares listed on the OTC Bulletin Board
under the symbol "yyBNL".  Accordingly, the future price of all
additional shares of stock purchased (or redeemed, if any) under
the Dividend Reinvestment Plan will now be based on market
activity.  Specifically, the Board of Directors approved the
reinvestment price to be based on the weighted average of actual
trades in the 30 days prior to the end of each quarter, or to the
extent there is no activity, the average of the bid/ask price
during the period.

   Because the timing of the listing of the shares closely
coincided with the February 15, 2000 distribution, the Board of
Directors determined that the Dividend Reinvestment Plan should be
suspended for the February 15, 2000 distribution.  This was done to
give shareholders an opportunity to fully consider the current
changes in the Dividend Reinvestment Plan.

   The Board of Directors, in their sole discretion, may amend or
suspend the Reinvestment Plan at any time they determine, provided
that such amendment or suspension is in the best interest of the
Fund.

   In February 2001, the Board of Directors determined it was in
the best interest of the Fund to discontinue the Dividend
Reinvestment Plan.  Stockholder participation in the Plan had
declined to approximately 3.9% of the total number of investors in
the Fund.  The Board of Directors concluded that the significant
majority of stockholders would benefit from the termination through
the elimination of the potential for the dilution of existing
stockholders as well as the elimination of the costs associated
with the Plan.  Accordingly, effective February 13, 2001, the Board
of Directors terminated the Dividend Reinvestment Plan and all
future dividends will be paid in cash.

Transfer of Shares

   All shares are fully transferable, subject only to restrictions
that would cause loss of REIT status.  However, each person
acquiring shares must comply with the procedures in the Prospectus
prior to any share transfer being recorded on the books and records
of the Fund.


   Dividends

   Below is a table summarizing the dividends declared since
January 1, 2001:
                                                Annualized
      Declaration      Record       Payment      Dividend
        Date            Dates        Date(a)     Rate        Amount

       2/15/01    10/1/00-12/31/00    2/15/01       8.00%   $262,106
       5/10/01      1/1/01-3/31/01    5/15/01       8.00%    256,556
       8/09/01      4/1/01-6/30/01    8/15/01       8.00%    256,528
      11/15/01      7/1/01-9/30/01   11/15/01       9.98%    323,655
       1/24/02    10/1/01-12/31/01    2/15/02       8.25%    267,452
       5/08/02      1/1/02-3/31/02    5/15/02       8.25%    261,639
       8/08/02      4/1/02-6/30/02    8/15/02      23.17%    745,000
      11/12/02      7/1/02-9/30/02   11/15/02       5.44%    175,000
       1/23/03    10/1/02-12/31/02    1/30/03       6.94%    225,000


(a) An $80,000 payment was made on 1/30/03 and a $145,000 payment
was made on 1/31/03, for a total amount of $225,000.

   In order to qualify as a REIT, the Fund is required to
distribute dividends to its stockholders in an amount at least
equal to 90% of REIT taxable income of the Fund.  The Fund intends
to make quarterly distributions to satisfy all annual distribution
requirements.  See "Management's Discussion and Analysis or Plan of
Operation".

 Item 6. Management's Discussion and Analysis or Plan of Operation.

General

   Certain statements in this Annual Report that are not
historical fact constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Without limiting the foregoing, words such as "anticipates,"
"expects," "intends," "plans" and similar expressions are intended
to identify forward-looking statements.  These statements are
subject to a number of risks and uncertainties, including, without
limitation, tenant defaults which could materially decrease the
Fund's rental income.  Actual results could differ materially from
those projected in the forward-looking statements.  The Fund
undertakes no obligation to update these forward-looking statements
to reflect future events or circumstances.

Liquidity and Capital Resources

    As of December 31, 2002, the Fund had received $11,539,065 in
connection with the sale of shares, net of selling commissions and
other offering costs, including $200,000 paid by the Advisor for a
share of stock as disclosed in the Prospectus and liquidations of
$663,172.

Compliance with 90% REIT taxable income test

   The Fund is required, under the Internal Revenue Code, to make
distributions of an amount not less than 90% of its REIT taxable
income during the year.

Property sales

   On April 29, 2002, the Fund sold the On The Border Restaurant
property to an unaffiliated third party for a sales price of
$1,385,000 (exclusive of an additional $200,000 tenant lease buyout
fee).  The net proceeds received including the buyout was
approximately $1,475,000.

   On May 16, 2002, the Fund sold the Just For Feet property to an
unaffiliated third party for a sales price of $2,675,000.  The net
proceeds received was approximately $2,575,000.

   The Fund will be seeking to replace the sold properties in
accordance with the acquisition guidelines of the Fund.


Property Purchase

   On July 19, 2002, with the approval of the Fund's Board of
Directors and in accordance with the Fund's acquisition guidelines,
the Fund purchased a 9,611 square foot restaurant building situated
on a two acre parcel located in Bradenton, Florida for a gross
purchase price of $2,174,000.  The current lease at this property
expires in October 2019, and has two 10 year options.  The lease
requires a minimum base rent each month in the amount of $19,227
beginning August 1, 2002 plus periodic increases every three years
beginning November 1, 2002.   Additionally, the Fund will receive
a percentage of gross sales above a certain sales level.

Chili's Property Exchange

   In 2001, Brinker expressed a desire to close the facility
located in Birmingham, Alabama and exchange this property for a
better performing property that Brinker owned in Tucker, Georgia.
In the second quarter of 2002, the Fund agreed to this exchange.
As a result of this exchange the base rent will remain the same,
but the percentage rent breakpoint was reduced by approximately
$200,000 and the Fund's percentage of revenue in excess of the
breakpoint was reduced from 6% to 4.75%.  The former property did
not generate any percentage rent.  However, the Fund anticipates
that the exchanged property will generate percentage rents.

Results of Operations - 2002 Compared to 2001

   Total income for the year ended December 31, 2002, was
approximately $1,280,000 of which $1,009,000 was rental income.
Total expenses were approximately $598,000 and net income was
approximately $1,311,000.

   Total income was approximately $1,280,000 in 2002 compared to
approximately $1,404,000 in 2001, a decrease of approximately
$124,000.  This decrease was due to a decrease in rental income of
$350,000 partially offset by an increase in lease termination fees
of $200,000, an increase in  real estate tax reimbursement income
of $23,000 and an increase in interest and other income of $3,000.
Rental income decreased primarily as a result of the sale of two
properties (On the Border in April and Just For Feet in May). The
increase in lease termination fee was a result of the lease buyout
fee related to the sale of On The Border Restaurant. Real estate
tax reimbursement income increased in 2002 proportionately with
real estate tax expense in 2002. Interest and other income
increased as a result of the increase in operating cash as a result
of the sale of the two properties.

   Total expenses incurred in 2002 were approximately $598,000,
compared to approximately $488,000 in 2001, an increase of
approximately $110,000.  The increase was due primarily to a
$71,000 increase in advisory fees, a $29,000 increase in general
and administrative expense, a $24,000 increase in real estate tax
expense and an $8,000 increase in bad debt expense.  These
increases were offset by a decrease in depreciation and
amortization in the amount of $22,000. Advisory fees increased as
a result of an additional advisory fee payment approved by the
Board of Directors in the fourth quarter of 2002.  General and
administrative increased primarily as a result of an increase in
salary expense of $8,000, an increase in legal and professional
fees of $5,000, an increase in insurance expense of $6,000, and an
increase in audit fees of $2,000.   Real estate tax expense
increased proportionately with real estate tax reimbursement
income.  Bad debt expense increased as a result of a recovery in
2001 of rents that had been estimated as uncollectible.
Depreciation and amortization expense decreased as a result of the
sale of the two properties.

Results of Operations - 2001 Compared to 2000

   Total income for the year ended December 31, 2001 was
approximately $1,404,000 of which $1,359,000 was rental income.
Total expenses were approximately $488,000 and net income was
approximately $916,000.

   Total income was approximately $1,404,000 in 2001 compared to
approximately $1,428,000 in 2000, a decrease of approximately
$24,000.  This decrease was due to a decrease in real estate tax
reimbursement income of $16,000 and a decrease in interest and
other income of $8,000.  Real estate tax reimbursement income
decreased in 2001 because a portion of the 1999 real estate tax
reimbursement income was included in 2000.  The 1999 tax bill was
received late and therefore not billed to the tenant until 2000.

   Total expenses incurred in 2001 were approximately $488,000,
compared to approximately $524,000 in 2000, a decrease of
approximately $35,000.  The decrease was due primarily to a $25,000
reduction in advisory fees, a $16,000 decrease in bad debt expense
and an $11,000 decrease in real estate tax expense partially offset
by an $18,000 increase in general and administrative expense.
Advisory fees decreased as a result of the modification in the fee
amount by the Board of Directors in February, 2001.  Bad debt
expense also decreased as a result of the Fund receiving payment in
2001 that management had estimated in 2000 to be uncollectible.
Real estate tax expense decreased corresponding with the decrease
in real estate tax reimbursement income.  These decreases in
expense were offset by an increase in general and administrative
expense primarily due to an increase of legal and other
professional fees of $31,000, offset by a decrease in state tax
expense of $15,000.

Item 7. Consolidated Financial Statements.

   See Index to Consolidated Financial Statements on Page F-1 of
this Annual Report on Form 10-KSB for financial statements where
applicable.

Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure.

   On November 6, 2001 the Fund dismissed Deloitte & Touche LLP as
its independent accountant.  Deloitte & Touche LLP's report on the
financial statements for the Fund's years ended December 31, 1999
and 2000 did not contain an adverse opinion or disclaimer of
opinion and was not modified as to uncertainty, audit scope or
accounting principles.  The decision to change the Fund's
accountant was approved by the Fund's Board of Directors to reduce
the costs associated with the audit.  In the Fund's fiscal years
ended December 31, 1999 and 2000 and the subsequent interim period
preceding the dismissal there were no disagreements with Deloitte
& Touche LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure that
would have caused Deloitte & Touche LLP to make reference to the
matter in their report.  There were no reportable events as that
term is described in Item 304(a)(1)(iv)(B) of Regulation S-B.

   On November 7, 2001, the Fund engaged Altschuler, Melvoin and
Glasser LLP as its independent accountant.  The decision to engage
Altschuler, Melvoin and Glasser LLP was approved by the Board of
Directors.  Neither the Fund (nor someone on its behalf) consulted
Altschuler, Melvoin and Glasser LLP regarding: (i) the application
of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Fund's financial statements; or (ii) any matter
that was either the subject of a disagreement or a reportable
event.                             PART III

Item 9. Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange Act.

The Board of Directors

   The Board of Directors is responsible for the management and
control of the affairs of the Fund and has retained the Advisor to
manage the Fund's day-to-day activities including responsibilities
with respect to, among other things, the acquisition or disposition
of properties.

   The Fund's Articles and By-Laws provide for not fewer than
three directors, a majority of whom must be independent directors.
Each of the directors will serve for a one-year term and will be
elected annually.

   There are currently five directors of the Fund, two of whom are
affiliates of the Advisor, three of whom are independent directors.
The Board of Directors has established written policies on
investments and borrowing as necessary to supplement the provisions
in the Articles and monitors the administrative procedures,
investment operations and performance of the Fund and the Advisor
to ensure that such policies are carried out.  The Fund follows the
policies on investments and borrowing set forth in the Fund's
prospectus unless the policies are modified through an amendment of
the Articles.  The independent directors are responsible for
reviewing the investment policies of the Fund not less often than
annually and with sufficient frequency to determine that the
policies being followed are in the best interests of the
stockholders.  The Articles provide that each director shall have
had at least three years of relevant experience demonstrating the
knowledge and experience required to successfully acquire and
manage the type of assets being acquired by the Fund.  In addition,
at least one of the independent directors shall have had three
years of relevant real estate experience.  For purposes hereof,
relevant real estate experience shall mean actual direct experience
by the director in acquiring or managing the type of real estate to
be acquired by the Fund for his or her own account or as an agent.

   A vacancy in the Board of Directors created by the death,
resignation or incapacity of a director or by an increase in the
number of directors (within the limits referred to above) may be
filled by the vote of a majority of the remaining directors.  With
respect to a vacancy created by the death, resignation or
incapacity of an independent director, the remaining independent
directors shall nominate a replacement.  Vacancies occurring as a
result of the removal of a director by stockholders shall be filled
by a majority vote of the stockholders.  Any director may resign at
any time and may be removed by the holders of at least a majority
of the outstanding shares (with or without cause).

The Directors and Officers of the Fund are:

  Name                     Position(s) with the Fund
  Mr. Jerome J. Brault     Chairman of the Board of Directors,
                           President and Chief Executive Officer
  Mr. James L. Brault      Director, Executive Vice President and
                           Secretary
  Mr. Gregory S. Kobus     Director
  Mr. Kenneth S. Nelson    Director
  Mr. Michael K. Huff      Director
  Mr. Thomas E. Murphy     Treasurer and Chief Financial
                            Officer(Principal Accounting Officer)

   MR. JEROME J. BRAULT (age 69) is chairman of the board of
directors, president and chief executive officer of the Fund and
the Advisor.  Mr. Brault has been a director since the offering of
the Fund.  Mr. Brault is a majority shareholder of the Advisor.
Since 1979, he has been a shareholder, president and a director of
Brauvin/Chicago, Ltd.  He is an officer, director and one of the
principal shareholders of various Brauvin entities, which act as
the general partners of five publicly registered real estate
programs.  He is an officer, director and one of the principal
shareholders of Brauvin Associates, Inc., Brauvin Management
Company, Brauvin Advisory Services, Inc. and Brauvin Securities,
Inc., Illinois companies engaged in the real estate and securities
businesses.  He is a member and manager of Brauvin Real Estate
Funds, L.L.C. He is a member of Brauvin Capital Trust, L.L.C.  He
is the chief executive officer of Brauvin Capital Trust, Inc.  Mr.
Brault received a B.S. in Business from DePaul University, Chicago,
Illinois in 1959.

   MR. JAMES L. BRAULT (age 42) is a director, executive vice
president, secretary and responsible for the overall operations of
the Fund, the Advisor and other affiliates of the Advisor.  Mr.
Brault has been a director since the offering of the Fund.  He is
a manager of Brauvin Capital Trust, L.L.C. and BA/Brauvin L.L.C.
He is an officer of various Brauvin entities, which act as the
general partners of five publicly registered real estate programs.
He is the president and a director of Brauvin Capital Trust, Inc.
Mr. Brault is executive vice president, assistant secretary and
responsible for the overall operations of Brauvin Management
Company.  Prior to joining the Brauvin organization in May 1989, he
was a Vice President of the Commercial Real Estate Division of the
First National Bank of Chicago ("First Chicago"), based in its
Washington, D.C. office.  Mr. Brault joined First Chicago in 1983
and his responsibilities included the origination and management of
commercial real estate loans, as well as the direct management of
a loan portfolio in excess of $160.0 million.  Mr. Brault received
a B.A. in Economics from Williams College, Williamstown,
Massachusetts in 1983 and an M.B.A. in Finance and Investments from
George Washington University, Washington, D.C. in 1987.  Mr. Brault
is the son of Mr. Jerome J. Brault.

   MR. GREGORY S. KOBUS (age 53) has been a director of the Fund
since its offering.  Mr. Kobus was the former Chairman and
President of Hawthorn  Bank, Mundelein, Illinois.  Prior thereto,
he was Senior Vice President and Manager of the Financial
Institution Group at Exchange National Bank from 1983 to 1990.
Prior thereto Mr. Kobus was a Vice President and Division Head
(Commercial Lending) of the American National Bank and Trust
Company of Chicago.  Throughout his career, Mr. Kobus has been
responsible for commercial loans in excess of $1.0 billion.  Mr.
Kobus received a B.S. in Mathematics from St. Procopius College,
Lisle, Illinois in 1972 and an M.B.A. from the University of
Chicago in 1979.

    MR. KENNETH S. NELSON (age 53) has been a director of the Fund
since its offering. Mr. Nelson is currently Director for Bank One
Capital Markets, Inc. , where he works with public real estate
company clients.  Mr. Nelson joined First Chicago NBD Corporation
the predecessor of Bank One in 1983 as vice president and manager
of its Washington, D.C. Real Estate Office.  Prior to joining First
Chicago NBD Corporation, Mr. Nelson was with Mellon Bank N.A. for
ten years holding various management and lending positions in its
Mortgage Banking and Commercial Real Estate Departments.  Mr.
Nelson holds a B.A. in Mathematical Economics from Colgate
University and an M.B.A. from Wharton School of Business,
University of Pennsylvania.

    MR. MICHAEL K. HUFF (age 39) was appointed a director of the
Fund in November, 2002.  Mr. Huff is a Vice President with Jones
Lang LaSalle's Capital Markets Group, focusing on Equity Capital
Markets.  Mr. Huff is responsible for the establishment and
maintenance of Midwest capital source relationships and the raising
of equity capital for real estate operating companies. In addition,
Mr. Huff is responsible for assisting the southwest region in
Capital Markets issues including dispositions, equity and debt
placement.

  Mr. Huff has completed transactions on real estate valued in
excess of $600 million in his career at Jones Lang LaSalle.  Prior
to joining Jones Lang LaSalle, Mr. Huff was a Large Loan Officer
with the real estate lending division of Nomura Securities Inc.,
the Capital Company of America.  In 1998, Mr. Huff underwrote over
$1 billion of debt, closed over $400 million of debt and worked on
three securitization offerings totalling nearly $6 billion.

  Mr. Huff received a B.S. from Northwestern University, in
Industrial Engineering with a concentration in Computer Science.
Mr. Huff is a licensed real estate salesperson in Illinois.


  MR. THOMAS E. MURPHY (age 36) is the treasurer and chief
financial officer of the Fund.  He is the chief financial officer
of various Brauvin entities, which act as general partners of five
publically registered real estate programs.  Mr. Murphy is also the
chief financial officer of Brauvin Management Company, Brauvin
Financial, Inc. and Brauvin Securities, Inc.  He is the treasurer,
chief financial officer and secretary  of Brauvin Capital Trust,
Inc.  He is responsible for the Fund's accounting and financial
reporting to regulatory agencies.  He joined the Brauvin
organization in July 1994.  Mr. Murphy received a B.S. in
Accounting from Northern Illinois University in 1988.  Mr. Murphy
is a Certified Public Accountant and is a member of the Illinois
Certified Public Accountants Society.

Board Audit Committee

  The audit committee of the Fund is comprised of Mr. Kobus, Mr.
Nelson and Mr. Huff, each of whom are independent directors.  The
audit committee does not have an "audit committee financial expert"
as that term is defined under the rules promulgated under the
Sarbanes-Oxley Act of 2002.  The Board of Directors determined that
an audit committee financial expert is not necessary because of the
substantial experience of the audit committee's members, as
detailed in the immediately preceding Section.  Each of these
members has an understanding of financial statements, experience
analyzing and evaluating financial statements that present a
breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the Fund's financial
statements, an understanding of internal controls and procedures
for financial reporting and an understanding of audit committee
functions.

Code of Ethics

  The Fund has adopted a code of ethics that applies to its
principal executive officer, principal financial officer, principal
accounting officer or controller and any other person performing a
similar function.  The Fund will provide a copy of its code of
ethics to any person without charge upon request.
Section 16(a) Beneficial Ownership Reporting Compliance

  Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, the Fund's directors and executive officers are required
to report their initial ownership of stock and any subsequent
change in such ownership to the Securities and Exchange Commission
and to the Fund (such requirements hereinafter referred to as
"Section 16(a) filing requirements").  Specific time deadlines for
the Section 16(a) filing requirements have been established.

  To the Fund's knowledge, and based solely upon a review of the
copies of such reports furnished to the Fund, and upon written
representations that no other reports were required, during the
fiscal year ended December 31, 2002, all Section 16(a) filing
requirements applicable to its officers and directors were complied
with.

Item 10.    Executive Compensation.
  The Fund is managed by the Advisor pursuant to the terms of
the Advisory Agreement as defined in the Prospectus and does not
pay compensation to its officers.  Each of the Independent
Directors receives annual compensation of $5,000.  Aggregate
compensation paid to directors during 2002 and 2001 was
approximately $14,000 and $15,000, respectively.  Accordingly,
disclosures typically required by Item 402 of Regulation S-B are
not applicable to the Fund, as the Fund has no compensated
executive officers.  See Item 12 "Certain Relationships and Related
Transactions" for discussion of the fees paid to the Advisor and
its affiliates.

Item 11.    Security Ownership of Certain Beneficial Owners and
            Management.
  No person or group is known by the Fund to own beneficially
more than 5% of the outstanding shares.  The Advisor owns one share
of the Fund.  Other than the beneficial ownership of such share
which certain directors who own interests in the Advisor may be
deemed to own, none of the officers and directors of the Fund owns
any shares.  No officer or director of the Fund possesses a right
to acquire beneficial ownership of shares.

Item 12.  Certain Relationships and Related Transactions.
  The Fund is required to pay certain fees to the Advisor or its
affiliates pursuant to various agreements set forth in the
Prospectus and described below.

  Pursuant to the terms of the Selling Agreement, Brauvin
Securities, Inc. ("BSI"), an affiliate of the Advisor, was
entitled to placement charges of 5.50% of the gross proceeds of the
Fund's offering, all of which were reallowed to placement agents.
In addition, BSI was entitled to a marketing and due diligence
expense allowance fee equal to 0.50% of the gross proceeds to
reimburse marketing and due diligence expenses, some portion of
which may be reallowed to placement agents.

  Pursuant to the terms of the Advisory Agreement, the Fund
incurred or paid the Advisor a non-accountable expense allowance in
an amount equal to 2.5% of the gross proceeds of the offering.

  Pursuant to the terms of the Advisory Agreement, the Advisor
is entitled to receive acquisition fees for services rendered in
connection with the selection or acquisition of any property
however designated as real estate commissions, selection fees,
development fees, or any fees of a similar nature.  Such
acquisition fees may not exceed the lesser of (a) such compensation
as is customarily charged in arm's-length transactions by others
rendering similar services as an ongoing business in the same
geographic locale and for comparable properties or (b) 3.5% of the
gross proceeds of the Fund's offering.  The Fund will also
reimburse the Advisor an amount estimated to be 0.75% of the gross
proceeds of the offering in connection with any expenses attendant
to the acquisition of properties whether or not acquired.

  Pursuant to the terms of the Advisory Agreement, the Advisor
is entitled to an advisory fee, payable monthly, following the
termination of the offering and until the fifth anniversary of the
termination of the offering, in an amount equal to the greater of:
(i) .60% of gross proceeds, or (ii) $175,000.

  In February 2001, the independent directors reviewed the
Advisory Agreement, and modified the annual amount of the advisory
fee to $145,000.  The $145,000 represents approximately 1.4% of
invested assets. In 2002, the independent directors again reviewed
the Advisory Agreement, and the advisory fee was renewed for a one
year period at an annual amount of $145,000.

  In November, 2002, the independent directors approved a one
time payment of $76,000 payable to the Advisor as an additional
advisory fee related to the acquisition of Golden Corral.

  Advisory fees of $244,998 and $156,083 were paid by the Fund
in 2002 and 2001 respectively inclusive of amounts accrued in prior
years.

  Pursuant to the terms of the Management Agreement, Brauvin
Management Company ("BMC"), an affiliate of the Advisor, provided
leasing and re-leasing services to the Fund in connection with the
management of Fund's properties.  The property management fee
payable to an affiliate of the Advisor shall not exceed the lesser
of: (a) fees which are competitive for similar services in the
geographical area where the properties are located; or (b) 1% of
the gross revenues of each property.  Property management fees of
$13,343 and $13,317 were incurred by the Fund in 2002 and 2001
respectively, to BMC.

  Messrs. Jerome J. Brault and James L. Brault are the managers
of the Advisor.  Messrs. Jerome J. Brault, James L. Brault and
Thomas E. Murphy are officers of BSI and BMC.  In addition, Mr.
Jerome J. Brault has a controlling interest and Mr. James L. Brault
has a nominal interest in the Advisor.  Mr. Jerome  J. Brault also
has a 50% ownership interest in BSI and an interest in BMC.


Item 13.  Controls and Procedures

  Within 90 days prior to the date of this report, we completed
an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rule 13a-14
of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of
the evaluation date.

  No significant changes were made to our internal controls or
in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

         Item 14. Exhibits and Reports on Form 8-K.

    (a) Exhibits required by the Securities and Exchange Commission
    Regulation S-B, Item 601:

            Exhibit No.    Description
            *3(a)          Amended Articles of Incorporation of
                           Brauvin Net Lease V, Inc.
            *3(b)          By-laws of Brauvin Net Lease V, Inc.
            *4             Specimen Stock Certificate
            **10(a)        Advisory Agreement
            **10(b)        Assignment and Assumption Agreement
                           among Brauvin Realty Advisors V, Inc.,
                           Brauvin Realty Advisors V, L.L.C., the
                           Fund and Jerome Brault
            *10(c)         Agreement of Purchase and Sale between
                           Country Harvest Buffet Restaurants,
                           Inc. and Brauvin, Inc. on behalf of
                           the Fund dated November 11, 1994
            *10(d)         Lease between Country Harvest Buffet
                           Restaurants, Inc. and Brauvin, Inc. on
                           behalf of the Fund dated November 21,
                           1994
            *10(e)         Agreement of Purchase and Sale between
                           Bomasada Investment Group II, L.L.C.
                           ("Bomasada") and Brauvin, Inc. on
                           behalf of the Fund dated December 12,
                           1994 (with lease between Bomasada and
                           Blockbuster Videos, Inc. dated March
                           23, 1994 attached)
            *10(f)         Testing and Remediation License
                           Agreement between Bomasada and Diamond
                           Shamrock Stations, Inc. dated July 8,
                           1994
            *10(g)         Assignment of Shopping Center Lease by
                           and between Blockbuster Investment
                           Group II L.L.C. and the Fund dated
                           January 31, 1995
            *10(h)         Assignment of Testing and Remediation
                           License Agreement between Bomasada and
                           the Fund dated January 31, 1995.
            *10(i)         Agreement of Purchase and Sale between
                           HMG/Courtland Properties, Inc. ("HMG")
                           and Brauvin, Inc., on behalf of the
                           Fund dated December 19, 1994 (with
                           lease between Sugar Grove Investment
                           Associates, Ltd. and On The Border
                           Corporation dated as of January 25,
                           1993, including amendments, attached)
            *10(j)         Assignment and Assumption Agreement
                           (regarding On The Border Corporation
                           Lease) between HMG and the Fund dated
                           January 6, 1995.
            *10(k)         Contract for Sale and Purchase between
                           Chilly Land, Inc. and Brauvin, Inc. on
                           behalf of the Fund dated March 28,
                           1995.
            *10(l)         Assignment of Lease and Other Property
                           (regarding the Chili's Property)
                           between Chilly Land, Inc. and the Fund
                           dated April 13, 1995 (with the Lease
                           Agreement dated December 7, 1988
                           between Birmingham Retail Center
                           Associates, Ltd. and Sunstate Alabama
                           Restaurant Corporation, as amended by
                           letter agreements dated December 5,
                           1988 and February 15, 1989 attached).
            *10(m)         Agreement of Purchase and Sale between
                           KCBB, Inc. and Brauvin, Inc., on
                           behalf of the Fund dated December 15,
                           1994 (with lease between KCBB, Inc.
                           and Just For Feet, Inc. dated November
                           9, 1994 attached).
            *10(n)         Assignment of Lease (regarding Just
                           For Feet Lease) between Legacy Group
                           L.L.C. and Brauvin Net Lease V, Inc.
                           dated May 23, 1995.
            *10(o)         Agreement of Purchase and Sale between
                           Loves Park Development Corporation
                           ("Loves Park") and Brauvin, Inc., on
                           behalf of the Fund dated July 11, 1995
                           (with lease between Roscoe Development
                           Corporation (assignor to Loves Park)
                           and Video Watch, Inc. dated October 5,
                           1994 attached).
            *10(p)         Assignment of Lease (regarding Video
                           Watch) between Loves Park and Brauvin
                           Net Lease V, Inc. dated July 31, 1995.
            ***10(q)       Agreement of Purchase and Sale between
                           P. One Sioux Falls Investors, Inc.
                           and, Brauvin, Inc., on behalf of the
                           Fund dated February 12, 1996 (with
                           lease between P. One Sioux Falls
                           Investors, Inc. and Pier 1 Imports
                           (U.S.), Inc. dated June 5, 1995
                           attached).
            ***10(r)       Assignment and Assumption Agreement
                           between P. One Sioux Falls Investors,
                           Inc. and the Fund dated February 12,
                           1996.
            ***10(s)       Purchase and Sale Agreement between
                           Germantown Associates Limited
                           Partnership and Germantown Associates,
                           Inc., on behalf of the Fund dated
                           January 21, 1997 (with schedule of
                           leases between (1) Lewis J. Stowe, III
                           and Firestone Tire & Rubber Company
                           now known as Bridgestone/Firestone,
                           Inc. as amended dated September 25,
                           1986; and (2) Lewis J. Stowe, III and
                           Jiffy Lube of Pennsylvania, Inc., as
                           amended dated June 11, 1986.  Both
                           leases are attached)
            ***10(t)       Assignment and Assumption Agreement
                           between Germantown Associates Limited
                           Partnership and Germantown Associates,
                           Inc. dated January 21, 1997.
               10(u)       Agreement for Purchase and Sale
                           between JDN Realty Corporation, and
                           Brauvin, Inc., on behalf of the Fund
                           dated May 8, 2002.
            ****16         Letter of Ernst & Young LLP dated
                           December 10, 1996
                21         Subsidiaries of the small business
                           issuer
        *Incorporated by reference from the exhibits filed with the
    Fund's registration statement (Registration No. 33-70550) on
    Form S-11 filed under the Securities Act of 1933.
    **Management Contract
    ***Incorporated by reference from 1996 Form 10K SB/A filed on
    June 19, 1997.
    ****Incorporated by reference from Exhibit 16 filed with the
    Fund's Form 8-K/A filed on December 12, 1996.
(b) Reports on Form 8-K.
    None.


                   SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                              BRAUVIN NET LEASE V, INC.
                              (Registrant)

Date: 4/15/03              By:  /s/ Jerome J. Brault
                                Jerome J. Brault,
                                Chairman, President
                                and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
SignatureTitleDate

/s/ Jerome J. Brault
Jerome J. BraultChairman, President
and Chief Executive
Officer
4/15/03



/s/ Kenneth S. Nelson
Kenneth S. Nelson
Director
4/15/03


/s/ James L. Brault
James L. Brault

Director, Executive
Vice President and
Secretary

4/15/03


/s/ Gregory S. Kobus
Gregory S. Kobus
Director4/15/03


/s/ Michael K. Huff
Michael K. Huff
Director
4/15/03


/s/ Thomas E. Murphy
Thomas E. MurphyTreasurer and Chief
Financial Officer
(Principal
Accounting Officer)4/15/03



           CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
                               OF
                    BRAUVIN NET LEASE V, INC.


I, Jerome J. Brault, Chief Executive Officer of the Company, certify
that:

1.   I have reviewed this annual report on Form 10-KSB of Brauvin
     Net Lease V, Inc.;

2.   Based on my knowledge, this annual report does not contain any
     untrue statement of material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the consolidated financial
     condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in this
     annual report;

4.   The registrant's other certifying officer and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     14 and 15d-14) for the registrant and we have:

          a)  designed such disclosure controls and procedures to
              ensure that material information relating to the
              registrant, including its consolidated subsidiaries,
              is made known to us by others within those entities,
              particularly during the period in which this annual
              report is being prepared;

          b)  evaluated the effectiveness of the registrant's
              disclosure controls and procedures as of a date
              within 90 days prior to the filing date of this
              annual report (the "Evaluation Date"); and

          c)  presented in this annual report our conclusions about
              the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the
              Evaluation Date;

5.   The registrant's other certifying officer and I have
     disclosed, based on our most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     function):

          a)  all significant deficiencies in the design or
              operation of internal controls which could aversely
              affect the registrant's ability to record, process,
              summarize and report financial data and have
              identified for the registrant's auditors any material
              weaknesses in internal controls; and

          b)  any fraud, whether or not material, that involves
              management or other employees who have a significant
              role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated
     in this annual report whether or not there were significant
     changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date
     of our most recent evaluation, including any corrective
     actions with regard to significant deficiencies and material
     weaknesses.


                    BY:/s/ Jerome J. Brault
                       Jerome J. Brault
                       Chief Executive Officer

                    DATE: April 15, 2003




           CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
                               OF
                    BRAUVIN NET LEASE V, INC.



I, Thomas E. Murphy, Chief Financial Officer of the Company, certify
that:

1.   I have reviewed this annual report on Form 10-KSB of Brauvin
     Net Lease V, Inc.;

2.   Based on my knowledge, this annual report does not contain any
     untrue statement of material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual
     report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the consolidated financial
     condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in this
     annual report;

4.   The registrant's other certifying officer and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     14 and 15d-14) for the registrant and we have:

          a)  designed such disclosure controls and procedures to
              ensure that material information relating to the
              registrant, including its consolidated subsidiaries,
              is made known to us by others within those entities,
              particularly during the period in which this annual
              report is being prepared;

          b)  evaluated the effectiveness of the registrant's
              disclosure controls and procedures as of a date
              within 90 days prior to the filing date of this
              annual report (the "Evaluation Date"); and

          c)  presented in this annual report our conclusions about
              the effectiveness of the disclosure controls and
              procedures based on our evaluation as of the
              Evaluation Date;

5.   The registrant's other certifying officer and I have
     disclosed, based on our most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     function):

          a)  all significant deficiencies in the design or
              operation of internal controls which could aversely
              affect the registrant's ability to record, process,
              summarize and report financial data and have
              identified for the registrant's auditors any material
              weaknesses in internal controls; and

          b)  any fraud, whether or not material, that involves
              management or other employees who have a significant
              role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated
     in this annual report whether or not there were significant
     changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date
     of our most recent evaluation, including any corrective
     actions with regard to significant deficiencies and material
     weaknesses.


                    BY:/s/ Thomas E. Murphy
                    Thomas E. Murphy
                    Chief Financial Officer

                    DATE: April 15, 2003










                           Exhibit 99
                    SECTION 906 CERTIFICATION


The following statement is provided by the undersigned to accompany
the Annual Report on Form 10-KSB for the year ended December 31,
2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
shall not be deemed filed pursuant to any provisions of the
Securities Exchange Act of 1934 or any other securities law:

Each of the undersigned certifies that the foregoing Report on Form
10-KSB fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the
information contained in the Form 10-KSB fairly presents, in all
material respects, the financial condition and results of operations
of Brauvin Net Lease V, Inc.



                     /s/ Jerome J. Brault
                    Jerome J. Brault
                    Chief Executive Officer


                     /s/ Thomas E. Murphy
                    Thomas E. Murphy
                    Chief Financial Officer



            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report   . . . . . . . . . . . . . . . . . . .F-2

Consolidated Balance Sheet, December 31, 2002. . . . . . . . . . . .F-3

Consolidated Statements of Operations, for the years
  ended December 31, 2002 and 2001 . . . . . . . . . . . . . . . . .F-4

Consolidated Statements of Stockholders' Equity for the
  years ended December 31, 2002 and 2001 . . . . . . . . . . . . . .F-5

Consolidated Statements of Cash Flows for the years
 ended December 31, 2002 and 2001. . . . . . . . . . . . . . . . . .F-6

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


All other schedules provided for in Item 13(a) of Form 10-KSB are
either not required, not applicable, or immaterial.

                INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Brauvin Net Lease V, Inc.


We have audited the accompanying consolidated financial statements
of Brauvin Net Lease V, Inc. and subsidiary as of and for the years
ended December 31, 2002, and 2001, as listed in the index to the
consolidated financial statements.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Brauvin Net Lease V, Inc. and subsidiary at December 31,
2002, and the results of their operations and their cash flows for
the years ended December 31, 2002 and 2001 in conformity with U.S.
generally accepted accounting principles.

/s/ Altschuler, Melvoin and Glasser LLP

Chicago, Illinois
January 23, 2003, except for Note 3,
which is as of January 31, 2003

                    BRAUVIN NET LEASE V, INC.
                    (a Maryland corporation)
                   CONSOLIDATED BALANCE SHEET

                                               December 31,
                                                    2002
ASSETS
Investment in real estate, at cost:
  Land                                          $ 3,756,193
  Buildings                                       6,118,901
                                                  9,875,094
  Less: Accumulated depreciation                   (930,330)
Net investment in real estate                     8,944,764
Cash and cash equivalents                         1,559,500
Tenant receivables                                   21,490
Deferred rent receivable                            224,942
Prepaid expenses                                      6,004
Intangible assets, net                              249,512
Total Assets                                    $11,006,212
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued
  expenses                                      $    29,820
Rents received in advance                            47,542
Due to affiliates                                     1,167
  Total Liabilities                                  78,529
Stockholders' Equity:
Preferred stock, $.01 par value,
  1,000,000 shares authorized; none issued              --
Common stock, $.01 par value,
  9,000,000 shares authorized;
  1,286,163 outstanding                              12,862
Additional paid-in capital                       11,526,203
Accumulated deficit                                (611,382)
  Total Stockholders' Equity                     10,927,683
Total Liabilities and Stockholders'
  Equity                                        $11,006,212


          See notes to consolidated financial statements.



                    BRAUVIN NET LEASE V, INC.
                    (a Maryland corporation)
               CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years ended December 31,
                                          2002           2001
INCOME
Rental                                  $1,008,822   $1,359,027
Lease termination fee                      200,000           --
Other charges to tenants                    56,051       34,459
Interest and other                          13,698       10,730
  Total income                           1,278,571    1,404,216
EXPENSES
Directors fees                              14,000       15,000
Advisory fees                              221,084      149,997
Management fees                             13,343       13,317
General and administrative                 125,075       96,538
Real estate taxes                           51,612       27,386
Bad debt recovery                               --       (7,852)
Depreciation and amortization              172,938      193,763
  Total expenses                           598,052      488,149
Net income before sale
 of property                               680,519      916,067
Gain on sale of property                   630,351           --
Net Income                              $1,310,870    $ 916,067
Net Income Per Share
 (based on weighted average shares
  outstanding of 1,286,163 and 1,290,339
  respectively for years ended
  December 31, 2002 and
  2001--basic and diluted)              $     1.02    $    0.71

         See notes to consolidated financial statements.


                      BRAUVIN NET LEASE V, INC.
                       (a Maryland corporation)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                Years Ended December 31, 2002 and 2001

                        Common Stock
                      Number                   Paid-in   Accumulated
                  of Shares       Amount      Capital     Deficit    Total
Balance at
 January 1,
   2001          1,300,595     $13,006  $11,639,716  $(290,383) $11,362,339
Net income              --        --           --      916,067      916,067
Dividends               --        --           --  (1,098,845)   (1,098,845)
Liquidations       (14,432)     (144)    (113,513)         --      (113,657)

Balance at
 December 31,
  2001           1,286,163    12,862   11,526,203    (473,161)   11,065,904

Net income              --        --           --   1,310,870     1,310,870
Dividends               --        --           --  (1,449,091)   (1,449,091)


Balance at
 December 31,
  2002           1,286,163   $12,862  $11,526,203   $(611,382)  $10,927,683


*  Ordinary dividends amounted to $1,449,091 for the year ended December 31,
2002.  Ordinary and non-taxable dividends amounted to $854,312 and $244,533
respectively for the year ended December 31, 2001.





            See notes to consolidated financial statements.



                      BRAUVIN NET LEASE V, INC.
                     (a Maryland corporation)
               CONSOLIDATED STATEMENTS OF CASH FLOW
                     Years ended December 31,
                                                       2002       2001
Cash Flows From Operating Activities:
Net income                                          $1,310,870  $ 916,067
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization                          172,938    193,763
Amortization of acquired above base                      8,740         --
Bad debt recovery                                           --     (7,852)
Gain on sale of property                              (630,351)        --
Changes in:
      Tenant receivables                                10,025    (10,712)
      Deferred rent receivable                         178,719    (26,156)
      Prepaid expenses                                  (1,591)    (4,413)
      Accounts payable and accrued expenses                713     11,698
      Rents received in advance                         18,334    (23,625)
      Due to affiliates                                (23,399)   (30,263)
Net cash provided by operating activities            1,044,998  1,018,507
Cash Flows From Investing Activities:
Proceeds from the sale of property                   3,852,278         --
Purchase of intangible assets                         (266,000)        --
Purchase of property                                (1,921,520)        --
Net cash provided by investing activities            1,664,578         --
Cash Flows From Financing Activities:
Stock liquidations                                          --   (115,456)
Selling commissions and other
  offering costs                                            --      1,799
Dividends                                           (1,449,091)(1,098,845)
Net cash used in
  financing activities                              (1,449,091)(1,212,502)
Net increase (decrease) in cash
  and cash equivalents                               1,260,665   (193,995)
Cash and cash equivalents at
  beginning of year                                    298,835    492,830
Cash and cash equivalents at end of year            $1,559,500 $  298,835

          See notes to consolidated financial statements.


                    BRAUVIN NET LEASE V, INC.
                    (a Maryland corporation)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization

  Brauvin Net Lease V, Inc. (the "Fund") is a Maryland corporation
formed on October 14, 1993, which operates as a real estate
investment trust ("REIT") under federal tax laws. The Fund has
acquired properties that are leased to creditworthy corporate
operators of nationally or regionally established businesses
primarily in the retail and family restaurant sectors. All of the
leases are on a long-term "triple net" basis generally requiring the
corporate tenant to pay both base annual rent with mandatory
escalation clauses and all operating expenses.  The Fund acquired
properties subject to leases with a Country Harvest Buffet
Restaurant during the year ended December 31, 1994; an On the Border
Restaurant, a Blockbuster Video, A Chili's Restaurant, a Just for
Feet and a Video Watch during the year ended December  31, 1995; a
Pier 1 Imports and a Taylor Rental during the year ended December
31, 1996;  a Jiffy Lube and Firestone facility during the year ended
December 31, 1997; and a Golden Corral Restaurant during the year
ended December 31, 2002.  The On the Border Restaurant, and the Just
for Feet property were sold during the year ended December 31, 2002.
The Chili's Restaurant in Birmingham, Alabama was exchanged for a
similar property located in Tucker, Georgia during the year ended
December 31, 2002.

   The advisory agreement provides for Brauvin Realty Advisors V,
L.L.C. (the "Advisor"), an affiliate of the Fund, to be the advisor
to the Fund.  The Fund registered the sale of up to 5,000,000 shares
of common stock at $10.00 per share in an initial public offering
filed with the Securities and Exchange Commission ("Registration
Statement") and the issuance of 500,000 shares pursuant to the
Fund's dividend reinvestment plan.  On August 8, 1994, the Fund sold
the minimum 120,000 shares required under its Registration Statement
and commenced its real estate activities.  The offering period for
the  sale of common stock terminated on February 25, 1996.  At
December 31, 2002, the gross proceeds raised were $12,881,903, net
of liquidations of $663,172, and includes $200,000 invested by the
Advisor ("Initial Investment"), before reduction for selling
commissions and other offering costs.

SIGNIFICANT ACCOUNTING POLICIES

   Management's Use of Estimates

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

   Accounting Method

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

   Rental Income

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

   Federal Income Taxes

   The Fund intends to be treated as a REIT under Internal Revenue
Code Sections 856-860.  A REIT will generally not be subject to
federal income taxation to the extent that it distributes at least
90% of its taxable income to its shareholders and meets certain
asset and income tests as well as other requirements. The Fund
continues to qualify as a real estate investment trust and,
accordingly, no provision has been made for Federal income taxes in
the financial statements.

   Consolidation of Subsidiary

   The Fund owns a 100% interest in one qualified REIT subsidiary,
Germantown Associates, Inc., which owns one Firestone/JiffyLube
property.  The accompanying financial statements have consolidated
100% of the assets, liabilities, operations and stockholder's equity
of Germantown Associates, Inc.  All significant intercompany
accounts have been eliminated.

   Investment in Real Estate

   The Fund's rental properties are stated at cost including
acquisition costs.  Depreciation is recorded on a straight-line
basis over the estimated economic lives of the properties, which
approximate 40 years.

   The Fund has performed an analysis of its long-lived assets, and
the Fund's management determined that there were no events or
changes in circumstances that indicated that the carrying amount of
the assets may not be recoverable at December 31, 2002.
Accordingly, no impairment loss has been recorded in the
accompanying financial statements for the year ended December 31,
2002.

   Cash and Cash Equivalents

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

   Rent Receivable

   Rent receivables are comprised of (a) billed but uncollected
amounts due for monthly rents and other charges, (b) estimated
unbilled amounts due for tenant reimbursement of common area
maintenance charges and property taxes and (c) amounts due for
scheduled rent increases for which rentals have been earned and will
be collected in the future under the terms of the leases.
Receivables are recorded at management's estimate of the amounts
that will ultimately be collected.  The allowance for doubtful
accounts is based on specific identification of uncollectible
accounts and the Fund's historical collection experience.

   Estimated Fair Value of Financial Instruments

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

   The fair value estimates presented herein are based on
information available to management as of December 31, 2002, but may
not necessarily be indicative of the amounts that the Fund could
realize in a current market exchange.  The use of different
assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

   The carrying amounts of the following items are reasonable
estimates of fair value: cash and cash equivalents; accounts payable
and accrued expense; rents received in advance; and due to
affiliates.


   Derivatives and Hedging Instruments

   In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which requires that all derivatives be recognized as
assets and liabilities in the balance sheet and be measured at fair
value.  SFAS 133 also requires changes in fair value of derivatives
to be recorded each period in current earnings or comprehensive
income depending on the intended use of the derivatives.  In June,
2000, the FASB issued SFAS 138, which amends the accounting and
reporting standards of SFAS 133 for certain derivatives and certain
hedging activities.  SFAS 133 and SFAS 138 were adopted by the Fund
effective January 1, 2001.  The Fund has no derivatives in 2002 and
2001.

   In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141").  SFAS 141
requires the purchase method of accounting for business combinations
initiated after July 30, 2001 and eliminates the pooling-of-
interests method.  In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which was effective January 1,
2002.  SFAS 142 requires, among other things, the discontinuance of
goodwill amortization.  In addition, the standard includes
provisions for the reclassification of certain existing intangibles,
reassessment of the useful lives of existing intangibles,
reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of
assessing potential future impairments of goodwill.

   Implementation of SFAS 141 and 142 to the Company's acquisition
during year 2002 has resulted in the recognition of additional
intangible assets (acquired in place lease origination costs
aggregating $125,000 and an above market lease in the amount of
$141,000). The intangible assets are being amortized over the
remaining term of the acquired lease (7.3 years).  For the year
ended December 31, 2002, amortization expense includes $7,748 of
origination costs amortization and rental revenue has been charged
with $8,740 pf amortization of the above market lease value.

   Application of SFAS 141 and 142 to future acquisitions, if any,
could result in the recognition, upon acquisition, of additional
intangible assets (acquired in place lease origination costs and
acquired above market leases) and liabilities (acquired below market
leases) which would be amortized over the remaining term of the
leases.

   Recent Accounting Pronouncements

   In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations"
("SFAS 143"), which was effective for years beginning after June 15,
2002.  SFAS requires recognition of a liability and associated asset
for the fair value of costs arising from legal obligations
associated with the retirement of tangible long-lived assets.  The
asset is to be allocated to expense over its estimated useful life.

   In August 2001, the FASB issued Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"), which was effective for
fiscal years beginning after December 15, 2001.  SFAS 144 supersedes
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of" ("SFAS 121").  SFAS
144 retains the recognition and measurement requirements of SFAS
121, but resolves significant SFAS 121 implementation issues.  In
addition, it applies to a segment of a business accounted for as a
discontinued operation.

     In April 2002, FASB issued Statement of Financial Accounting
Standards No. 145, "Rescission of FASB Statements No. 4, 44,
Amendment of FASB No. 13, and Technical Corrections" ("SFAS 145").
Generally, the rescission of FASB No. 4, "Reporting Gains and Losses
from Extinguishment of Debt" would require that debt extinguishment
costs are to no longer be treated as extraordinary items.  The
amendment to FASB No. 13, "Accounting for Leases" requires sale-
leaseback accounting for certain lease modifications that have the
economic effects that are similar to sale-leaseback transactions.
This statement is generally effective for the year ending December
31, 2003.

     In November 2002, FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" (FIN 45).
FIN 45 elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations
under certain guarantees that it has issued and clarifies that a
guarantor is required to recognize, at inception of the guarantee,
a liability for the fair value of the obligation undertaken in
issuing the guarantee.  The initial recognition and measurement
provisions of FIN 45 are applicable to guarantees issued or modified
after December 31, 2002.  The disclosure requirements of FIN 45 are
effective for periods ending after December 15, 2002.

     In January 2003, FASB  issued interpretation No. 46,
"Consolidation of Variable Interest Entities" (FIN 46). FIN 46
addresses consolidation by business enterprises of certain variable
interest entities in which the equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties.  FIN 46 applies to variable interest entities created after
January 31, 2003 and to such entities in which the interest was
acquired prior to February 1, 2003 for fiscal years and interim
periods beginning after June 15, 2003.

   The Fund does not believe that the adoption of SFAS  143, 144,
145 and FIN 45 and 46 has a significant impact on its financial
statements.


(2)  RELATED PARTY TRANSACTIONS

   The Fund is required to pay certain fees to the Advisor or its
affiliates pursuant to various agreements set forth in the
Prospectus and described below.

   Pursuant to the terms of the Selling Agreement, Brauvin
Securities, Inc. ("BSI"), an affiliate of the Advisor, was entitled
to placement charges of 5.50% of the gross proceeds of the Fund's
offering, all of which were reallowed to placement agents.  In
addition, BSI was entitled to a marketing and due diligence expense
allowance fee equal to 0.50% of the gross proceeds to reimburse
marketing and due diligence expenses, some portion of which may be
reallowed to placement agents.

   Pursuant to the terms of the Advisory Agreement, the Advisor was
entitled to a non-accountable expense allowance in an amount equal
to 2.5% of the cumulative gross proceeds of the offering.

   Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to receive acquisition fees for services rendered in
connection with the selection or acquisition of any property however
designated as real estate commissions, selection fees, development
fees, or any fees of a similar nature.  Such acquisition fees may
not exceed the lesser of (a) such compensation as is customarily
charged in arm's-length transactions by others rendering similar
services as an ongoing business in the same geographic locale and
for comparable properties or (b) 3.5% of the gross proceeds of the
Fund's offering.  The Fund will also reimburse the Advisor an amount
estimated to be 0.75% of the gross proceeds of the offering in
connection with any expenses attendant to the acquisition of
properties whether or not acquired.

   Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to an annual advisory fee until the fifth anniversary of
the termination of the offering, payable monthly, in an amount equal
to 0.60% of the gross proceeds during the offering. Following the
termination of the offering, the annual advisory fee is an amount
equal to the greater of:  (i) .60% of gross proceeds, or (ii)
$175,000.

   In February 2001, the independent directors reviewed the
Advisory Agreement, and modified the annual amount of the advisory
fee to $145,000.  The $145,000 represents approximately 1.4% of
invested assets. In 2002, the independent directors again reviewed
the Advisory Agreement, and the advisory fee was renewed for a one
year period at an annual amount of $145,000.

   In November 2002, the independent directors approved a one- time
payment of $76,000 payable to the Advisory as an advisory fee in
connection with the acquisition of Golden Corral.

   Pursuant to the terms of the Management Agreement, Brauvin
Management Company ("BMC"), an affiliate of the Advisor, provides
leasing and re-leasing services to the Fund in connection with the
management of Fund's properties.  The property management fee
payable to an affiliate of the Advisor shall not exceed the lesser
of:  (a) fees that are competitive for similar services in the
geographical area where the properties are located; or (b) 1% of the
gross revenues of each property.

   Fees, commissions and other expenses incurred and payable to the
Advisor or its affiliates for the years ended December 31, 2002 and
2001 were as follows:

                                        2002              2001
Advisory fees                         $221,084          $149,997
Management fees                         13,343            13,317
                                      $234,427          $163,314

   As of December 31, 2002 the amount owed to affiliates is $1,167
for management fees.

(3)  DIVIDENDS

   Below is a table summarizing the dividends declared since
January 1, 2001:
                                                Annualized
      Declaration      Record       Payment      Dividend
        Date           Dates           Date(a)    Rate       Amount

       2/15/01    10/1/00-12/31/00    2/15/01     8.00%     $262,106
       5/10/01      1/1/01-3/31/01    5/15/01     8.00%      256,556
       8/09/01      4/1/01-6/30/01    8/15/01     8.00%      256,528
      11/15/01      7/1/01-9/30/01   11/15/01     9.98%      323,745
       1/24/02    10/1/01-12/31/01    2/15/02     8.25%      267,452
       5/08/02      1/1/02-3/31/02    5/15/02     8.25%      261,639
       8/08/02      4/1/02-6/30/02    8/15/02    23.17%      745,000
      11/12/02      7/1/02-9/30/02   11/15/02     5.44%      175,000
       1/23/03    10/1/02-12/31/02    1/30/03     6.94%      225,000

(a) An $80,000 payment was made on 1/30/03 and a $145,000 payment
was made on 1/31/03 for a total payment of $225,000.

   A dividend reinvestment plan ("Reinvestment Plan") was available
to the stockholders so that stockholders, if they so elected, may
have their distributions from the Fund invested in shares.  Until
the third anniversary of the termination of the offering, the price
per share purchased through the Reinvestment Plan shall equal $10
per share with the purchase of partial shares allowed.  The Fund has
registered 200,000 shares for distribution solely in connection with
the Reinvestment Plan.  Funds raised through the Reinvestment Plan
will be utilized to:  (i) purchase shares from existing stockholders
who have notified the Fund of their desire to sell their shares or
held for subsequent redemptions; or (ii) purchase additional
properties. The stockholders electing to participate in the
Reinvestment Plan were  charged a service charge, in an amount equal
to 1% of their distributions, which was paid to an affiliate of the
Advisor to defray the administrative costs of the Reinvestment Plan.
At December 31, 2002 there were approximately 68,797 shares
purchased through the Reinvestment Plan.

   In accordance with the Fund's original investment objective,
during the first quarter of 2000, the Board of Directors approved
a plan to have the Fund's shares listed on the OTC Bulletin Board
under the symbol "yyBNL".

   In order to qualify as a REIT, the Fund is required to
distribute dividends to its stockholders in an amount at least equal
to 90% of REIT taxable income of the Fund.  The Fund intends to make
annual distributions to satisfy all annual distribution
requirements.

   Effective February 13, 2001, the Board of Directors discontinued
the Dividend Reinvestment Plan.  Subsequently, dividends have been
paid in cash.

(4)   OPERATING LEASES

   The Fund's rental income is principally obtained from tenants
through rental payments provided under triple net noncancellable
operating leases.  The leases provide for a base minimum annual rent
with scheduled increases during the terms and increases in rent
through participation in gross sales above a stated level.


   The following is a schedule of noncancellable future minimum
rental payments due to the Fund under operating leases of the Fund's
properties as of December 31, 2002:

     Year ending December 31:           2003  $ 1,186,000
                                        2004    1,178,338
                                        2005    1,022,843
                                        2006      841,550
                                        2007      702,576
                                  Thereafter    5,240,868
                                              $10,172,175



                          EXHIBIT 10(U)

                      W I T N E S S E T H:
In consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
     Section 1.     Purchase and Sale Agreement
Subject to the terms and provisions hereof, Seller agrees
to sell to Purchaser, and Purchaser agrees to purchase, the
"Property", which term shall include that certain approximately 2.04
acre tract of land located in Section 8, Township 35 South, Range
17 East, Manatee County, Florida and known as S. R. 684 Cortez Road,
Bradenton, Florida, as more particularly described in Exhibit A
attached hereto (the "Land"), together with all rights, privileges,
members, licenses, and easements appurtenant to the Land; (ii) the
building containing approximately 9,611 rentable square feet and
other improvements located within or on the Land (the
"Improvements") and all fixtures attached to the Improvements or
located on the Land that are now or hereafter owned by Seller; (iii)
[Intentionally Omitted]; (iv) all right, title and interest of
Seller, as "landlord" or "lessor", in and to the lease of the Land
and the Improvements dated January 5, 1999 (as amended, the
"Lease"), to Corral of Bradenton Limited Partnership, a Florida
limited partnership (the "Tenant"), and any guaranties associated
therewith (the "Guaranties"); and (v) all privileges, remedies,
licenses, and appurtenances to the foregoing, now or hereafter
existing and all other property, right, title or interest, tangible
or intangible, personal or real, or otherwise owned by Seller which
is located on the Land or within the Improvements.
     Section 2.     Effective Date
For all purposes herein, the "Effective Date of this
Agreement" shall be the date of execution of this Agreement by
Purchaser or Seller, whichever party is the last to sign, as
evidenced by the dates next to each party's signature.
Section 3.     Earnest Money/Escrow
3.1  Initial Earnest Money. Within three (3) days of the
Effective Date of this Agreement, Purchaser shall deposit with First
American Title Insurance Company, whose address is 30 N. LaSalle
Street, Suite 310, Chicago, Illinois  60602, Attention: Ron Szopa
(herein, the "Escrow Agent" or "Title Insurer") the sum of Fifty
Thousand Dollars ($50,000.00) (the "Initial Earnest Money").
Provided that Purchaser shall not have terminated this Agreement on
or before the last day of the Inspection Period, and further
provided that Seller is not in default under this Agreement at such
time, Seller shall have the option at any time following the
expiration of the Inspection Period to require by written notice to
Purchaser and to the Escrow Agent that the Earnest Money then on
deposit with the Escrow Agent be transferred to Metropolitan Title
Agency, Inc., Lakeside Office Complex, 1800 Water Place, Suite 235,
Atlanta, Georgia 30339, Attention: Ray Zemanek, President.  Upon
such transfer of the Earnest Money, Metropolitan Title Agency, Inc.
shall become the "Escrow Agent" for all purposes under this
Agreement and First American Title Insurance Company shall be
released from any further obligations or responsibilities as Escrow
Agent.  In such event, Seller shall cause Metropolitan Title
Insurance Company to execute and deliver to Seller and Purchaser an
acknowledgement that Metropolitan Title Insurance Company agrees to
be bound by and perform all of the duties of the Escrow Agent under
this Agreement.
3.2  Additional Earnest Money. Unless Purchaser elects to
terminate this Agreement during the Inspection Period pursuant to
the terms hereof, within three (3) days after the last day of the
Inspection Period Purchaser shall deposit with Escrow Agent the sum
of Fifty Thousand Dollars ($50,000.00) (the "Additional Earnest
Money").
3.3  Nature of Earnest Money. All deposits made pursuant
hereto and deposited with Escrow Agent, including the Initial
Earnest Money and, if applicable, the Additional Earnest Money,
shall constitute the "Earnest Money" hereunder and shall be held,
invested, and disbursed pursuant to the respective terms and
provisions hereof. All interest and other income accrued on the
Earnest Money shall become part of and included in, the Earnest
Money.
3.4  Earnest Money Disbursements.
3.4.1     The Earnest Money shall be held in an
interest bearing account as Purchaser shall direct by instructions
to the Escrow Agent. All interest accruing on the Earnest Money
prior to closing shall be added to the Earnest Money (the Federal
Tax Identification number of Purchaser is 36-3238049 and of Seller
is 58-1468053).  The Earnest Money shall be held, and disbursed, by
the Escrow Agent in accordance with the terms of this Agreement.
Unless otherwise herein provided, the Earnest Money shall be applied
to the payment of the Purchase Price at the time of "Closing" (as
defined in Section 11.1).
3.4.2     The Escrow Agent is acting as a stakeholder
only with respect to the Earnest Money. If there is any dispute as
to whether the Escrow Agent is obligated to deliver the Earnest
Money or as to whom the Earnest Money is to be delivered, the Escrow
Agent may refuse to make any delivery, and may continue to hold the
Earnest Money until receipt of an authorization in writing, signed
by both Seller and Purchaser, directing the delivery of the Earnest
Money, or, in the absence of authorization, the Escrow Agent may
hold the Earnest Money until a final determination of the rights of
the parties in an appropriate judicial proceeding. If such written
authorization is not given or a proceeding for such determination
is not begun within thirty (30) days of the last day for the date
of the Closing hereunder, the Escrow Agent may bring an appropriate
action or proceeding for leave to deposit the Earnest Money in a
court of competent jurisdiction pending such determination. The
Escrow Agent shall be reimbursed for all costs and expenses of such
action or proceeding, including, without limitation, reasonable
attorneys' fees and disbursements, by the party determined not to
be entitled to the Earnest Money. Upon delivery of the Earnest Money
in the manner herein provided, the Escrow Agent shall have no
further liability or obligation hereunder.
3.5  Escrow Closing.     No later than 11:59 a.m. Eastern
Time on the Closing Date, Purchaser will deposit in escrow with the
Title Insurer the Purchase Price (less the Earnest Money delivered
pursuant to Section 3 above and subject to adjustments described in
this Agreement), together with all other costs and amounts to be
paid by Purchaser at Closing pursuant to the terms of this
Agreement, by Federal Reserve wire transfer of immediately available
funds to an account to be designated by the Title Insurer.  No later
than 1:00 p.m. Eastern Time on the Closing Date, (A) Purchaser will
direct the Title Insurer to pay, and the Title Insurer shall pay,
(i) to Seller by Federal Reserve wire transfer of immediately
available funds to an account to be designated by Seller, the
Purchase Price (subject to adjustments described in this Agreement),
less any costs or other amounts to be paid by Seller at Closing
pursuant to the terms of this Agreement, and (ii) to all appropriate
payees the other costs and amounts to be paid by Purchaser at
Closing pursuant to the terms of this Agreement; and (B) Seller will
direct the Title Insurer to pay to the appropriate payees out of the
proceeds of Closing payable to Seller, all costs and amounts to be
paid by Seller at Closing pursuant to the terms of this Agreement.
Provided that the Title Insurer has not received from Seller or
Purchaser any written termination notice as described and provided
for herein (or if such a notice has been previously received,
provided that the Title Insurer has received from such party a
withdrawal of such notice), when Purchaser and Seller have delivered
the documents required by Section 11.2, the Title Insurer will:
     (i)  Insert the applicable Closing Date as the date of
     any document delivered to the Title Insurer undated, and
     assemble counterparts into single instruments;
     (ii) Disburse to Seller, by wire transfer to Seller of
     immediately available federal funds, in accordance with wiring
     instructions to be obtained by the Title Insurer from Seller,
     all sums to be received by Seller from Purchaser at the
     Closing, comprised of the Purchase Price as adjusted in
     accordance with the provisions of this Agreement;
     (iii)     Deliver the Special Warranty Deed to Purchaser
     by causing the same to be recorded in the appropriate real
     property records, and forward such recorded deed(s) to
     Purchaser with a copy to Seller following recording;
     (iv) Deliver to Seller, in addition to Seller's Closing
     proceeds, all documents deposited with the Title Insurer for
     delivery to Seller at the Closing; and
     (v)  Deliver to Purchaser (A) all documents deposited
     with the Title Insurer for delivery to Purchaser at the
     Closing, and (B) any funds deposited by Purchaser in excess of
     the amount required to be paid by Purchaser pursuant to this
     Agreement.
Any amendment of this Agreement that could alter or otherwise affect
Title Insurer's obligations hereunder will not be effective against
or binding upon Title Insurer without Title Insurer's prior consent.
The provisions of this Section 3 shall survive the termination of
this Agreement and the Closing.
     Section 4 Purchase Price
4.1  Purchase Price.
4.1.1     The purchase price for the Property shall
be Two Million One Hundred Seventy Three Thousand Nine Hundred
Thirty Two and 80/100 Dollars ($2,173,932.80) (the "Purchase
Price"); subject, however, to a credit against the Purchase Price
to be issued to Purchaser on the closing statement at Closing equal
to $1,153.62 per month (pro rated on a per diem basis) for each
month or portion thereof in the period between the Closing Date and
November 1, 2002.
4.1.2     Purchaser shall pay such Purchase Price
(less credits for all amounts received by Seller as payment of
Earnest Money, including any interest or other income accrued
thereon), and subject to such other credits, adjustments and
prorations as are provided for herein, to Seller at the Closing by
Federal Funds wire transfer or other immediately available funds.
4.1.3     Contemporaneously with the execution and
delivery of this Agreement, Purchaser has paid to Seller as further
consideration for this Agreement, in cash, the sum of Ten and no/100
Dollars ($10.00) (the "Independent Consideration"), in addition to
the Initial Earnest Money and the Purchase Price and independent of
any other consideration provided hereunder, which Independent
Consideration is fully earned by Seller and is not refundable under
any circumstances.
4.2  Prorations.
4.2.1.    The following shall be apportioned with
respect to the Property as of 12:01 a.m. on the day after Closing
(the "Proration Date"), as if Seller were vested with title to the
Property during the entire day upon which Closing occurs:
(a)  rents, if any, as and when collected (the
term "rents" as used in this Agreement includes all payments due and
payable by Tenant under the Lease);
(b)  to the extent not paid by Tenant, any
assessments levied against the Property;
(c)  to the extent not paid by Tenant, gas,
electricity and other utility charges for which Seller is liable,
if any, such charges to be apportioned at Closing on the basis of
the most recent meter reading occurring prior to Closing; and
(d)  any other operating expenses or other items
pertaining to the Property which are customarily prorated between
a purchaser and a seller in the area in which the Property is
located.
4.2.2.    Notwithstanding anything contained in the
foregoing provisions:
(a)  To the extent not paid by Tenant, the State
of Florida sales tax on rents for month in which the Closing occurs
shall be paid by Seller and shall not be apportioned at Closing.
(b)  Any taxes paid, to the extent not paid by
Tenant, at or prior to Closing shall be prorated based upon the
amounts actually paid. If taxes and assessments for the current year
have not been paid before Closing, Seller shall be charged at
Closing an amount equal to that portion of such taxes and
assessments which relates to the period before the Proration Date
and Purchaser shall pay the taxes and assessments prior to their
becoming delinquent. Any such apportionment made with respect to a
tax year for which the tax rate or assessed valuation, or both, have
not yet been fixed shall be based upon the tax rate and/or assessed
valuation last fixed. To the extent that the actual taxes and
assessments for the current year differ from the amount apportioned
at Closing, the parties shall make all necessary adjustments by
appropriate payments between themselves following Closing.
(c)  Charges referred to in Section 4.2.1 and
4.2.2(b) above which are payable by Tenant to a third party shall
not be apportioned hereunder, and Purchaser shall accept title
subject to any of such charges unpaid and Purchaser shall look
solely to Tenant for the payment of the same. If Seller shall have
paid any of such charges on behalf of Tenant, any claims of Seller
against Tenant for the recovery of such amounts shall survive the
Closing and shall remain the property of Seller and not of
Purchaser.  Notwithstanding the foregoing, in the pursuit of any
such claims against Tenant after the Closing, Seller shall not have
the right to declare Tenant in default under the Lease.
(d)  Seller shall receive the entire advantage
of any discounts for the prepayment by it of any taxes, water rates
or sewer rents.  Seller shall also receive the entire advantage of
and does not convey to Purchaser any sewer tap fee rights associated
with the Property.
(e)  [Intentionally Omitted].
(f)  [Intentionally Omitted].
(g)  [Intentionally Omitted].
(h)  Unpaid and delinquent rent collected by
Seller and Purchaser after the date of Closing shall be delivered
as follows: (i) if Seller collects any unpaid or delinquent rent for
the Property, Seller shall, within fifteen (15) days after the
receipt thereof, deliver to Purchaser any such rent which Purchaser
is entitled to hereunder relating to the date of Closing and any
period thereafter, and (ii) if Purchaser collects any unpaid or
delinquent rent from the Property, Purchaser shall, within fifteen
(15) days after the receipt thereof, deliver to Seller any such rent
which Seller is entitled to hereunder relating to the period prior
to the date of Closing. Seller and Purchaser agree that (iii) all
rent received by Seller or Purchaser within the first sixty (60) day
period after the date of Closing shall be applied first to
delinquent rentals, if any, in the order of their maturity, and then
to current rentals, and (iv) all rent received by Seller or
Purchaser after the first sixty (60) day period after the date of
Closing shall be applied first to current rentals and then to
delinquent rentals, if any, in inverse order of maturity. Purchaser
will make a good faith effort after the Closing to collect all rents
in the usual course of Purchaser's operation of the Property, but
Purchaser will not be obligated to institute any lawsuit or other
collection procedures to collect delinquent rents. In the event that
there shall be any rents or other charges under any Lease which,
although relating to a period prior to Closing, do not become due
and payable until after Closing or are paid prior to Closing but are
subject to adjustment after Closing (such as percentage rental
payments, year end common area expense reimbursements and the like),
then any rents or charges of such type received by Purchaser or its
agents or Seller or its agents subsequent to Closing shall, to the
extent applicable to a period extending through the Closing, be
prorated between Seller and Purchaser as of the Proration Date and
Seller's portion thereof shall be remitted promptly to Seller by
Purchaser.
4.2.3     The provisions of this Section 4 shall
survive Closing.

Section 5.     Property Conveyed As-Is
     THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT REFLECTS
THE
MUTUAL AGREEMENT OF SELLER AND PURCHASER AND PURCHASER HAS
CONDUCTED
ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE
MATTERS REPRESENTED BY SELLER IN SECTION 9 AND IN THE CLOSING
DOCUMENTS DELIVERED BY SELLER PURSUANT TO SECTION 12.2 OF THIS
AGREEMENT (for purposes of this Section 5, the "Seller Closing
Documents") BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION
5 ARE LIMITED, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON,
EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF
SELLER OR ANY OF SELLER'S AGENTS OR REPRESENTATIVES, AND PURCHASER
HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE.
SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS
AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION,
WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO
WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED,
ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE
STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING
BUT
NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF
DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE
IMPROVEMENTS,
(f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE
COMPLIANCE OR LACK THEREOF OF THE PROPERTY OR THE IMPROVEMENTS
WITH
GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER
AND PURCHASER THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT AND IN THE SELLER CLOSING DOCUMENTS, THE PROPERTY WILL
BE
SOLD, CONVEYED AND TRANSFERRED TO PURCHASER, AND PURCHASER WILL
ACCEPT THE PROPERTY, IN ITS CONDITION AND STATE OF REPAIR ON THE
CLOSING DATE, "AS IS" AND "WHERE IS", WITH ALL FAULTS. Purchaser
represents that it is a knowledgeable, experienced and sophisticated
purchaser of real estate, and that it is relying solely on its own
expertise and that of Purchaser's consultants in purchasing the
Property. Purchaser will conduct such inspections, investigations
and other independent examinations of the Property and related
matters as Purchaser deems necessary, including but not limited to
of the physical and environmental conditions thereof, and will rely
upon same and not upon any statements of Seller (excluding the
limited matters represented by Seller in Section 12.2 hereof and in
the Seller Closing Documents) or of any officer, director, employee,
agent or attorney of Seller. Purchaser acknowledges that all
information obtained by Seller was obtained from a variety of
sources and Seller will not be deemed to have represented or
warranted the completeness, truth or accuracy of any of the
Documents or other such information heretofore or hereafter
furnished to Purchaser. Upon Closing, Purchaser will assume the risk
that adverse matters, including, but not limited to, adverse
physical and environmental conditions, may not have been revealed
by Purchaser's inspections and investigations. Purchaser further
acknowledges the Seller has and hereby represents that there are no
oral agreements, warranties or representations, collateral to or
affecting the Property, by Seller, any agent of Seller or any third
party. Seller is not liable or bound in any manner by any oral or
written statements, representations or information pertaining to the
Property furnished by any real estate broker, agent, employee,
servant or other person, unless the same are specifically set forth
or referred to herein. Purchaser acknowledges that the Purchase
Price reflects the "as is, where is" nature of this sale and any
faults, liabilities, defects or other adverse matters that may be
associated with the Property. Purchaser, with Purchaser's counsel,
has fully reviewed the disclaimers and waivers set forth in this
Agreement, and understands the significance and effect thereof.
Purchaser acknowledges and agrees that the disclaimers and other
agreements set forth herein are an integral part of this Agreement,
and that Seller would not have agreed to sell the Property to
Purchaser for the Purchase Price without the disclaimer and other
agreements set forth in this Agreement. The terms and conditions of
this Section 5 will expressly survive the Closing forever, and will
not merge with the provisions of any closing documents.
____________Purchaser Initials

Section 6.     Purchaser's Inspection
     6.1  Inspection.  As used herein, the term "Inspection
Period" means the period of forty-five (45) days after the Effective
Date of this Agreement. Subject to the provisions of this Section
6 and subject to the rights of Tenant under the Lease, Seller will
permit Purchaser and its authorized agents, employees, contractors,
representatives and consultants (for purposes of this Section,
collectively, the "Licensee Parties") the right and license to enter
upon the Land at all reasonable times during normal business hours
during the Inspection Period to inspect, investigate and/or conduct
reasonably necessary tests on the Property. Purchaser will provide
to Seller notice (for purposes of this Section 6.1, an "Entry
Notice") of the intention of Purchaser or the other Licensee Parties
to enter the Land, which Entry Notice will be given any of a
reasonable period of time prior to such intended entry and specify
the intended purpose therefor and the inspections contemplated to
be made. If physical testing or sampling on the Property is
contemplated to be a part of such entry and inspection, (i) the
Entry Request Notice must be in writing and additionally include a
description of such proposed testing and sampling, and (ii) such
testing and sampling may be conducted only after Seller's prior
consent thereto, which will not be unreasonably withheld or delayed.
Purchaser will bear the cost of all inspections and tests.  At
Seller's option, Seller may be present for any inspection or test.
6.2  Inspection of Documents. The right of inspection
described in Section 6.1 above shall extend to, and include, the
right to examine, and Seller agrees to make available, Seller's
Tenant files (including all delinquency reports and any
correspondence to or from Tenant). Purchaser acknowledges that
Seller has provided Purchaser with the documents listed on Exhibit
D hereto (the "Due Diligence Documents").
     6.3  Inspection Obligations.
          (a)  In conducting any inspections, investigations
or tests of the Property and/or Due Diligence Documents, Purchaser
and the other Licensee Parties will not: (i) unreasonably disturb
Tenant or interfere with Tenant's use of the Property pursuant to
the Lease; (ii) unreasonably interfere with the operation and
maintenance of the Land or Improvements; (iii) damage any part of
the Property or any personal property owned or held by Tenant or any
other person or entity; (iv) injure or otherwise cause bodily harm
to Seller or Tenant, or to any of their respective agents, guests,
invitees, contractors and employees, or to any other person or
entity; (v) permit any liens to attach to the Land by reason of the
exercise of the rights of Purchaser and the Licensee Parties under
this Section 6; or (vi) reveal or disclose any information obtained
during the Inspection Period concerning the Property and the Due
Diligence Documents to anyone outside Purchaser's organization,
except in accordance with the confidentiality standards set forth
in Section 18.13. Purchaser will: (i) maintain comprehensive general
liability (occurrence) insurance on terms and in amounts reasonably
satisfactory to Seller covering any accident arising in connection
with the presence of Purchaser or the other Licensee Parties on the
Land or Improvements, and deliver a certificate of insurance
verifying such coverage to Seller prior to entry upon the Land or
Improvements; (ii) promptly pay when due the costs of all tests,
inspections, investigations and examinations done by or at
Purchaser's request with regard to the Property; and (iii) repair
any damage to the Property and Improvements caused by or resulting
from any such inspection or tests or other activities conducted on
the Property by Purchaser or any of the other Licensee Parties. In
the event Purchaser terminates this Agreement as provided in Section
6.4, Purchaser will promptly deliver to Seller all copies Purchaser
has made of the Due Diligence Documents and, provided that Seller
pays to Purchaser the actual out-of-pocket costs incurred by
Purchaser in procuring the same, copies of any studies, reports or
test results prepared by third parties, regarding any part of the
Property, obtained by Purchaser in connection with its inspection
of the Property.
     (b)  Purchaser hereby indemnifies, defends and holds
Seller and its partners, agents, employees, successors and assigns
harmless from and against any and all liens, claims, causes of
action, damages, liabilities, demands, suits, obligations to third
parties, together with all losses, penalties, costs and expenses
relating to any of the foregoing (including but not limited to court
costs and reasonable attorneys' fees) arising out of Purchaser's
inspections or tests permitted hereunder or any violation of the
provisions of this Section 6.  The provisions of this Section 6
shall survive the Closing or any termination of this Agreement.
Notwithstanding any provision of this Agreement to the contrary, no
termination of this Agreement will terminate Purchaser's obligations
pursuant to this Section 6.3.
6.4  Termination. Purchaser may elect not to purchase the
Property by delivering written notice of termination to Seller and
the Escrow Agent on or before the last day of the Inspection Period,
whereupon neither party shall have any further rights, obligations
or liabilities hereunder, except as otherwise expressly provided in
this Agreement (collectively, the "Surviving Obligations").  Within
five (5) business days of the respective parties' receipt of any
such timely notice, the Escrow Agent shall return the Earnest Money
to Purchaser.
     Section 7.     Title to the Property
7.1  Title Examination. Seller shall convey to Purchaser
at Closing fee simple title to the Land and Improvements subject to
(A) any matters identified on Schedule B, Section 2 of Seller's
owner's title insurance policy, a copy of which shall be delivered
to Purchaser, (B) any other matters of record, (C) the Lease and
rights of Tenant thereunder, (D) the lien of any unpaid real estate
taxes, water charges and sewer rents for the fiscal year(s) or other
applicable period in which the Closing occurs, (E) any matters which
would be disclosed by a current and accurate survey and inspection
of the Property, (F) all liens and encumbrances resulting from the
investigations or any and all other activities undertaken by
Purchaser or the Licensee Parties, (G) building codes and present
and future zoning laws, ordinances, resolutions, orders and
regulations of all municipal, county, state or federal governments
having jurisdiction over the Land and the use of Improvements
thereon (collectively, the "Permitted Title Exceptions").  Within
ten (10) days of the Effective Date of this Agreement, Purchaser
shall obtain and deliver to Seller an ALTA title commitment for the
Property (the "Title Commitment") issued by First American Title
Insurance Company, the cost of which shall be shared equally between
Purchaser and Seller. Purchaser may object to any item, exception
or other matter, except for the Permitted Title Exceptions, shown
on the Title Commitment or on the survey described in Section 8
below that will materially affect Purchaser's ability to own and
operate the Property for its intended purpose (the "Title
Objections"). Purchaser shall notify Seller of any Title Objection
within ten (10) days following Purchaser's receipt of the Title
Commitment and of such survey, but in any event prior to the end of
the Inspection Period.  Within ten (10) business days following
Seller's receipt of Purchaser's Title Objections, Seller shall
notify Purchaser in writing whether or not it shall cure any of such
Title Objections ("Seller's Cure Notice"). Seller may, but will not
be obligated to, cure such Title Objections. Unless Purchaser shall
elect to terminate this Agreement by notifying Seller in writing of
its election to so terminate within five (5) business days of its
receipt of Seller's Cure Notice as referenced in the preceding
sentence, such Title Objections shall be deemed to be Permitted
Title Exceptions. Seller shall have until the Closing Date or the
date which is thirty (30) days after Seller's receipt of the Title
Objections, whichever is later, to correct all such Title Objections
which Seller shall have agreed in its sole discretion to cure. The
date of Closing shall be postponed automatically, if necessary, to
permit the full running of such thirty (30) day period.  If Seller
shall have failed to cure all such Title Objections within the time
allowed by this Section 7.1, then Purchaser, at its option exercised
by written notice may:
7.1.1     terminate this Agreement and receive a
refund of its Earnest Money; or
7.1.2     waive such Title Objections and proceed to
close the purchase and sale of the Property without a reduction in
the Purchase Price.
7.1.3     Seller shall have no obligation to cure any
Title Objection(s).  If Seller notifies Purchaser that Seller does
not intend to attempt to cure any Title Objection; or if, having
commenced attempts to cure any Title Objection, Seller later
notifies Purchaser that Seller will be unable to effect a cure
thereof, Purchaser shall, within five (5) days after such notice has
been given, notify Seller in writing whether Purchaser shall elect
to accept the conveyance of the Property subject to such Title
Objection or to terminate this Agreement pursuant to Section 7.1.1
above.  If this Agreement is terminated pursuant to Section 7.1.1,
both parties shall be released from all liabilities and obligations
under this Agreement and Escrow Agent shall refund the Earnest Money
to Purchaser.
7.1.4     Notwithstanding any provision of this
Section 7 to the contrary, Seller will be obligated to satisfy (i)
any mortgage or deed to secure debt created by Seller and secured
by or affecting title to the Property, (ii) any other liens or
security interests created by Seller and affecting title to the
Property, and (iii) liens and security interests created by, through
or under third parties, up to a maximum of $50,000.00.
7.2  Additional Permitted Title Exceptions. Should
Purchaser accept, by written waiver or if deemed accepted by
Purchaser as provided above, its interest in the Property subject
to matters in addition to the Permitted Title Exceptions, such
additional matters shall be deemed to be Permitted Title Exceptions
(whether or not such matters were previously raised as Title
Objections).
     Section 8.     Survey
Purchaser may cause, at its expense, a survey (or update
of any previous survey provided by Seller) to be conducted of the
Land and Improvements by a land surveyor duly registered under the
laws of the State of Florida.  Purchaser shall deliver three copies
of Purchaser's survey to Seller within ten (10) days after
Purchaser's receipt of its survey, but in any event prior to the end
of the Inspection Period.  At Closing, Seller shall execute and
deliver a Special Warranty Deed conveying the Land and Improvements
by the legal description of the Land attached hereto, subject to the
Permitted Title Exceptions.
     Section 9.     Representations and Warranties
Seller hereby warrants and represents, all to the best of
Seller's knowledge but without any independent inquiry or
investigation, as follows:
9.1  Rent Roll. Attached hereto as Exhibit B is a true,
correct and complete rent roll for the Property received by Seller
from Seller's property manager (the "Rent Roll").
9.2  Lease - Complete Copies and Certain Information.
9.2.1     The copies of the fully executed Lease and
Guaranties delivered by Seller to Purchaser are complete and
accurate copies of all of the Lease and Guaranties affecting the
Property, all of which are in full force and effect except as may
be shown in the Due Diligence Documents, and, except as disclosed
in writing by Seller to Purchaser, there are no written binding
promises, agreements, understandings, or commitments between Seller
and any tenant or Guarantor of any nature whatsoever other than as
set forth in such copies of the Lease and Guaranties.
9.2.2     Except as shown on the Rent Roll, Seller
has not received any written notice of termination or default under
the Lease or Guaranties.
9.3  [Intentionally Omitted].
9.4  No Litigation. Except as disclosed to Purchaser in
writing, Seller has no actual knowledge of any pending or threatened
litigation or proceeding by any organization, person, individual or
governmental agency (i) against Seller which, if adversely
determined would materially adversely affect the value of the
Property or the continued operations thereof or (ii) with respect
to the Property.
9.5  Assessments. No assessments have been made against
the Property that are unpaid (except ad valorem taxes for the
current year), whether or not they have become liens.
9.6  Environmental Matters.
9.6.1     Except as may be disclosed in (i) the Due
Diligence Documents; or (ii) any reports or other materials
delivered to Purchaser or otherwise disclosed to Purchaser in
writing, (A) Seller has no actual knowledge that the Property has
ever been used and Seller has not used the Property, for the
disposal, release, handling, treatment, or storage of any Hazardous
Material in any quantity or form that would reasonably necessitate
any corrective action under any Hazardous Material Law, (B) Seller
has received no written notice of pending or threatened claims,
actions, suits, or proceedings related to the Property regarding (a)
the disposal or release of solid, liquid, gaseous waste into the
environment, (b) the treatment, storage, disposal, release or other
handling of any Hazardous Material, (c) the placement of structures
or materials into waters of the United States, or (d) any alleged
violation of any Hazardous Material Law, and (C) there are no
underground tanks or any other underground storage facilities
located on the Property.
9.6.2.    "Hazardous Materials" as such term is used
in this Section means any hazardous or toxic substance, material or
waste, regulated or listed pursuant to any federal, state or local
environmental law, including without limitation, the Clean Air Act,
the Clean Water Act, the Toxic Substances Control Act, the
Comprehensive Environmental Response Compensation and Liability Act,
the Resource Conversation and Recovery Act, and the Safe Drinking
Water.
9.7  Status; Authority; Consents. Seller is a corporation
duly organized and validly existing under the laws of the State of
Maryland. Seller is qualified and in good standing under the laws
of the state in which the Land is situated. Seller is not a "foreign
person" or "foreign corporation" as those terms are defined in the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder. The execution and delivery of this Agreement
and the performance of Seller's obligations hereunder have been or
will be duly authorized by all necessary action on the part of
Seller, and this Agreement constitutes the legal, valid and binding
obligation of Seller, subject to equitable principles and principles
governing creditors' rights generally. Seller has obtained each and
every consent, waiver, approval or authorization required from any
person or entity as a condition to Seller's execution and delivery
of this Agreement.
9.8  Disclosures.  Any disclosure by Seller of a material
change in any of the representations or warranties made by Seller
contained in this Section 9 shall be in writing and shall be
delivered in accordance with Section 17 below. Purchaser agrees to
notify Seller in writing within ten (10) days of the date Purchaser
becomes aware of any matter which would cause any representation or
warranty to be untrue in any material respect.  Failure by Purchaser
to notify Seller within the aforesaid ten (10) day period shall be
deemed an acceptance by Purchaser of such matter. Any change in any
representation which (i) results from an occurrence or condition
that arises after the Effective Date of this Agreement; (ii) for
which proper disclosure is made by Seller; and (iii) which change
did not arise through an affirmative act of the Seller, shall not
entitle Purchaser to terminate this Agreement or constitute a breach
or default by Seller hereunder.
     9.9  Knowledge Defined. References to the "knowledge" of
Seller shall refer only to the actual knowledge of the Designated
Employee (as hereinafter defined) of Seller, and shall not be
construed, by imputation or otherwise, to refer to any property
manager, or to any other officer, agent, manager, representative or
employee of Seller or any affiliate thereof or to impose upon such
Designated Employees any duty to investigate the matter to which
such actual knowledge, or the absence thereof, pertains. As used
herein, the term "Designated Employee" shall refer to Leilani Jones,
Vice President, Property Management, and any other current employees
of Seller with operational or supervisory responsibilities for the
Property.
     9.10 Survival of Seller's Representations and Warranties.
The representations and warranties of Seller set forth in this
Section 9 above as updated by the certificate of Seller to be
delivered to Purchaser at Closing in accordance with Section 12.2(g)
hereof, shall survive Closing for a period of one hundred eighty
(180) days. No claim for a breach of any representation or warranty
of Seller shall be actionable or payable (a) if the breach in
question results from or is based on a condition, state of facts or
other matter which was known to, or should have been known by,
Purchaser prior to Closing, (b) unless the valid claims for all such
breaches collectively aggregate more than Twenty Five Thousand
Dollars ($25,000.00), in which event the full amount of such claims
shall be actionable, and (c) unless written notice containing a
description of the specific nature of such breach shall have been
given by Purchaser to Seller prior to the expiration of said 180-day
period and an action shall have been commenced by Purchaser against
Seller within thirty (30) days after the termination of the survival
period provided for above in this Section 9.10. Purchaser agrees to
first seek recovery under any insurance policies, Service Contracts
and Lease prior to seeking recovery from Seller, and Seller shall
not be liable to Purchaser if Purchaser's claim is satisfied from
such insurance policies, Service Contracts or Lease. As used herein,
the term "Cap" shall mean the total aggregate amount of Two Hundred
Thousand Dollars ($200,000.00). In no event shall Seller's aggregate
liability to Purchaser for breach of any representation or warranty
of Seller in this Agreement or the certificate to be delivered by
Seller at Closing pursuant to Section 12.2.g hereof exceed the
amount of the Cap.
Purchaser represents and warrants to Seller the following (all
of which shall survive the Closing or any termination of this
Agreement):
     9.11 Status. Purchaser is a corporation duly organized
     and validly existing under the laws of the State of Illinois,
     and is qualified and in good standing under the laws of the
     state in which the Property is situated.
     9.12 Authority. The execution and delivery of this
     Agreement and the performance of Purchaser's obligations
     hereunder have been or will be duly authorized by all
     necessary action on the part of Purchaser and this Agreement
     constitutes the legal, valid and binding obligation of
     Purchaser, subject to equitable principles and principles
     governing creditors' rights generally.
     9.13 Non-Contravention. The execution and delivery of
     this Agreement by Purchaser and the consummation by Purchaser
     of the transactions contemplated hereby will not violate any
     judgment, order, injunction, decree, regulation or ruling of
     any court or Authority or conflict with, result in a breach
     of, or constitute a default under the organic documents of
     Purchaser, any note or other evidence of indebtedness, any
     mortgage, deed of trust or indenture, or any lease or other
     material agreement or instrument to which Purchaser is a party
     or by which it is bound.
     9.14 Consents. Each and every consent, waiver, approval
     or authorization required from any person or entity (i) as a
     condition to the binding and effective execution and delivery
     of this Agreement by Purchaser, and the performance by
     Purchaser of its pre-Closing obligations hereunder, has been
     obtained as of the Effective Date of this Agreement, and (ii)
     as a condition to Purchaser's satisfaction of its Closing
     obligations under this Agreement, will be obtained before
     expiration of the Inspection Period.
     Section 10.    Lease and Guaranties.
10.1 Preservation of Lease and Guaranties and Other
Agreements.  Except as set forth above, so long as Purchaser shall
not have terminated this Agreement, Seller shall not enter into,
execute, or otherwise commit to the execution of any Lease or any
other agreement with respect to the occupancy or sale of the
Improvements or the Land from and after the end of the Inspection
Period without Purchaser's consent, which shall not be unreasonably
withheld. Seller shall, from and after the Effective Date of this
Agreement to the Closing Date, substantially perform and discharge
all of the material duties and obligations and shall otherwise
substantially comply with every material covenant and agreement of
the "landlord" or "lessor" under the Lease, and of the "borrower"
under any loan documents with respect to the Property.
10.2 Estoppel Certificates. At or prior to Closing, Seller
shall use commercially reasonable efforts to obtain and deliver to
Purchaser a Tenant Estoppel Certificate from Tenant which
Certificate shall be in form and substance consistent with the
provisions of the applicable to the obligation to provide any
Estoppel Certificate to Seller, if any.  To the extent any Lease
specifically prescribes the matters to which the Tenant is obligated
to certify under a Tenant Estoppel Certificate or otherwise
expressly limits the matters to which Tenant shall be obligated to
state or certify in such Certificate, the delivery by Seller to
Purchaser of a Tenant Estoppel Certificate containing such
certifications or statements as Tenant shall be obligated to provide
under the Lease shall fully and completely satisfy the obligation
of Seller to provide a Tenant Estoppel Certificate as required by
this Agreement as to the substance thereof.  To the extent that the
Lease does not prescribe the matters to which Tenant shall certify,
either by reference to a form Tenant Estoppel Certificate or
otherwise, Seller shall attempt to obtain and deliver to Purchaser
a Tenant Estoppel Certificate in substantially the form attached
hereto in Exhibit C.  Such Certificate shall be dated within thirty
(30) days of the date of Closing.
     Section 11.    Additional Covenants.
From and after the Effective Date of this Agreement,
through the time of Closing or earlier termination of this Agreement
by Purchaser pursuant to Section 6.4, Seller shall (i) cause the
Property to be maintained in accordance with the standards of
maintenance currently being applied with respect to the Property;
(ii) [Intentionally Omitted]; (iii) use commercially reasonable
efforts to comply in every material respect with the requirements
of all laws, orders, ordinances, rules, and regulations of any
governmental authority, or agency having jurisdiction over the
Property; and (iv) except as set forth in Section 5, not enter into
any new conveyance, security document, easement, or other agreement
that would affect the Property subsequent to Closing without
Purchaser's prior written consent which may not be unreasonably
withheld.
     Section 12     Closing.
12.1      Time and Place.  The closing and consummation of the
transactions contemplated herein (the "Closing") shall be held at
such time and date as Purchaser shall designate to Seller in
writing, provided, however, the Closing shall be no later than
fifteen (15) days following the expiration of the Inspection Period
(or the next business day if such day is Saturday, Sunday or a
holiday observed by the United States Government, or the State
Government of the State in which the Land is situated) and no
earlier than five (5) days after written notice from Purchaser
establishing such date and time of Closing (the "Closing Date").
The Closing will occur in the offices of the Title Insurer or such
other location mutually acceptable to Seller and Purchaser.
12.2 Seller Closing Documents. For and in consideration
of, and as a condition precedent to Purchaser's delivery to Seller
of the Purchase Price, Seller shall deliver at Seller's expense (all
of which shall be duly executed and acknowledged where required),
the following:
12.2.1         A Special Warranty Deed conveying to
Purchaser good and marketable fee simple title to the Land and
Improvements, subject only to the Permitted Title Exceptions, and
any required transfer tax declaration in connection therewith
("Transfer Tax Declaration").
12.2.2         A bill of sale, without warranty or
representation, in a form reasonably acceptable to Seller and
Purchaser, transferring to Purchaser all of the intangible rights
related to the Property.
12.2.3         An Assignment of Lease and Guaranties
(the "Assignment Agreement") in a form reasonably acceptable to
Purchaser and Seller transferring to Purchaser all right, title and
interest of the "landlord" or "lessor" in and to the Lease and
Guaranties and providing (i) that Seller indemnifies Purchaser
against and agrees to hold Purchaser harmless from and against any
and all liabilities, obligations, losses, costs, and expenses
associated with the performance of the "landlord" or the "lessor"
for the period prior to Closing under the Lease and Guaranties, and
providing (ii) that Purchaser indemnifies Seller against and agrees
to hold Seller harmless from and against any and all liabilities,
obligations, losses, costs and expenses associated with the
performance of the "landlord" or the "lessor" under the Lease and
Guaranties for the period from and after the Closing.
12.2.4         An Owner's Affidavit in form and
content reasonably satisfactory to Purchaser and the Title Insurer
to eliminate any standard preprinted exceptions (except those
relating to survey matters and other Permitted Title Exceptions) in
any policy of title insurance purchased by Purchaser at the Closing,
and a certificate in form reasonably satisfactory to Purchaser
certifying that Seller is not a "foreign person" as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended.
12.2.5         The Tenant Estoppel Certificate.
12.2.6         The Lease and the Guaranties.
12.2.7         All of the keys to any door or lock
on the Property in the possession of Seller, if any, and the
original tenant files.
12.2.8         A notice from Seller to Tenant of the
sale of the Property to Purchaser in a form reasonably acceptable
to Seller and Purchaser (the "Notice to Tenant").
12.2.9         The Certificate of Representations
signed by Seller and delivered to Purchaser at the Closing which
restates and reaffirms all of the representations and warranties of
Seller contained in this Agreement, subject to such disclosures as
may have been made by Seller and approved by Purchaser pursuant to
Section 9 hereof, and subject to the limitations set forth in
Section 9.9.  In no event shall Seller be liable to Purchaser for,
or be deemed to be in default by reason of, any breach of
representation or warranty which results from any change that (i)
occurs between the Effective Date of this Agreement and the date of
Closing and (ii) is expressly permitted under the terms of this
Agreement or is beyond the reasonable control of Seller to prevent;
provided, however, that the occurrence of a change that is not
permitted hereunder or is beyond the reasonable control of Seller
to prevent shall, if materially adverse to Purchaser, constitute the
non-fulfillment of the conditions set forth in Section 13.1 below;
if, despite changes or other matters described in such Certificate,
the Closing occurs, Seller's representations or warranties set forth
in this Agreement, shall be deemed to have been modified by all
statements made in such certificate.
12.2.10   Such documents and certificates as
Purchaser or the Title Insurer may reasonably require to establish
the authority of the parties executing any documents on behalf of
Seller in connection with this transaction.
12.2.11   A settlement statement which shall set
forth the Purchase Price and any adjustments thereto and the various
costs, credits prorations, escrows and other financial aspects of
the transaction contemplated herein or otherwise agreed upon by the
parties in connection with this transaction (the "Settlement
Statement").
12.2.12   To the extent required by law, (a)
residency affidavits necessary to establish that no withholding from
the Purchase Price is required or to establish the appropriate
amount of withholding, and (b) a broker lien waiver from Seller's
broker.
12.3 Delivery of Purchase Price and Purchaser's Closing
Documents.
12.3.1  Subject to the other terms hereof, Purchaser
shall pay to Seller the full amount of the Purchase Price, as
increased or decreased by prorations and adjustments as herein
provided, in immediately available wire transferred funds pursuant
to Sections 3 and 4 above, it being agreed that at Closing the
Earnest Money shall be delivered to Seller and applied towards
payment of the Purchase Price. In the event the closing of the
transaction and the disbursal of Seller's sales proceeds shall not
have been received by Seller, which receipt shall be confirmed by
a Federal wire transfer reference number, on the Closing Date, then
Seller may, at Seller's discretion, adjourn the consummation of the
Closing to the next ensuing day and cause the Settlement Statement
and prorations thereon to be updated through the next ensuing day
accordingly and require Purchaser, and Purchaser agrees, to remit
additional proceeds to Seller pursuant to such updated Settlement
Statement prorations.
12.3.2    In addition to the Purchase Price, Purchaser, at its
sole cost and expense, will deliver the following items in escrow
with the Title Insurer, and will cause to be delivered to Seller at
Closing all of the following:
     12.3.1    The Assignment Agreement.
     12.3.2         Evidence reasonably satisfactory to Seller
     that the person executing the Closing documents on behalf of
     Purchaser has full right, power, and authority to do so and
     any normal and customary documents reasonably required by the
     Title Insurer to be executed by Purchaser to consummate the
     escrow and Closing as provided for in this Agreement.
     12.3.3    The Tenant Notice Letter to Tenant, (i)
     acknowledging the sale of the Property to Purchaser, and (ii)
     indicating that rent should thereafter be paid to Purchaser
     and giving instructions therefor.
     12.3.4    The Transfer Tax Declaration.
                    12.3.5    [Intentionally Omitted].
                    12.3.6    The Settlement Statement.
     12.3.7      All other documents Purchaser is required to
     deliver pursuant to the provisions of this Agreement or as may
     be reasonably required by the Title Company or by Seller.

12.4 Costs.
12.4.1.   Seller shall pay (a) the fees of any
counsel representing it in connection with this transaction, (b) the
State of Florida documentary stamp tax and any transfer tax on the
Special Warranty Deed, (c) one-half (1/2) of any escrow fee which
may be charged by the Title Insurer, and (d) one-half (1/2) of the
title insurance premium for Purchaser's owner's policy of title
insurance.
12.4.2.   Purchaser shall pay (a) the fees of any
counsel representing Purchaser in connection with this transaction,
(b) the fees for recording the Special Warranty Deed conveying the
Property to Purchaser, (d) one-half (1/2) of the title insurance
premium for Purchaser's owner's policy of title insurance, (e) the
cost of the Survey, and (f) one-half (1/2) of any escrow fees
charged by the Escrow Agent or Title Insurer.
12.4.3.   All other costs and expenses incident to
this transaction and the closing thereof shall be paid by the party
incurring same.
     Section 13.    Conditions and Default
13.1 Purchaser's Conditions. All of the following shall
be conditions to Purchaser's performance hereunder and must be
satisfied, or waived by Purchaser, at or prior to the Closing:
13.1.1         Seller shall be ready, willing and
able to deliver title to the Property in accordance with the terms
and conditions of this Agreement; and
13.1.2         Subject to any disclosures to which
Purchaser has not objected, the material representations and
warranties of Seller set forth in Section 9 above shall be true and
complete in all material respects; and
13.1.3         Seller shall have executed and
delivered the documents and instruments required of Seller under
Section 12.2 above and shall have performed all other covenants,
undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by
Seller at or prior to the Closing.
13.2 Seller's Conditions. Seller's obligation under this
Agreement to sell the Property to Purchaser is subject to the
fulfillment of each of the following conditions:
               13.2.1    The representations and warranties of
Purchaser contained herein shall be materially true, accurate and
correct as of the Closing Date;
               13.2.2         Purchaser shall have delivered the
funds required hereunder in accordance with the provisions of this
Agreement and all the documents to be executed by Purchaser set
forth in Section 12.3 and shall have performed all other covenants,
undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by
Purchaser at or prior to the Closing;
               13.2.3         All consents and approvals of
governmental authorities and parties to agreements to which
Purchaser is a party or by which Purchaser's assets are bound that
are required with respect to the consummation of the transactions
contemplated by this Agreement shall have been obtained and copies
thereof shall have been delivered to Seller at or prior to the
Closing; and
               13.2.4         On or prior to the Closing Date, (A)
Purchaser shall not have applied for or consented to the appointment
of a receiver, trustee or liquidator for itself or any of its assets
unless the same shall have been discharged prior to the Closing
Date, and no such receiver, liquidator or trustee shall have
otherwise been appointed, unless same shall have been discharged
prior to the Closing Date, or (B) Purchaser shall not have admitted
in writing an inability to pay its debts as they mature, or (C)
Purchaser shall not have made a general assignment for the benefit
of creditors, or (D) Purchaser shall not have been adjudicated a
bankrupt or insolvent, or had a petition for reorganization granted
with respect to Purchaser, or (E) Purchaser shall not have filed a
voluntary petition seeking reorganization or an arrangement with
creditors or taken advantage of any bankruptcy, reorganization,
insolvency, readjustment or debt, dissolution or liquidation law or
statute, or filed an answer admitting the material allegations of
a petition filed against it in any proceedings under any such law,
or had any petition filed against it in any proceeding under any of
the foregoing laws unless the same shall have been dismissed,
canceled or terminated prior to the Closing Date.
          13.3 Default.
13.3.1         In the event of default by Purchaser
under this Agreement, Seller's sole remedy shall be to retain the
Earnest Money as liquidated damages, in which event this Agreement
shall terminate, and all parties hereto shall thereupon be released
of all further liability hereunder, except for any liability or
indemnity pursuant to any Section hereof, that by its terms survives
any termination of this Agreement. It is hereby agreed that, without
resale, Seller's damages will be difficult to ascertain and that the
Earnest Money constitutes a reasonable liquidation thereof and is
intended not as a penalty, but as full liquidated damages.
Notwithstanding the foregoing, nothing contained herein shall limit
or restrict Seller's ability to pursue any rights or remedies it may
have against Purchaser with respect to the Surviving Obligations.
13.3.2         If the Closing fails to occur by
reason of Seller's failure or refusal to perform its obligations
hereunder, then Purchaser, as its sole remedy hereunder, may (i)
terminate this Agreement by notice to Seller, in which event
Purchaser will receive from the Title Insurer the Earnest Money,
whereupon Seller and Purchaser will have no further rights or
obligations under this Agreement, except with respect to the
Surviving Obligations or (ii) seek specific performance from Seller
but shall have no cause of action or claim for damages against
Seller. As a condition precedent to Purchaser exercising any right
it may have to bring an action for specific performance, Purchaser
must commence such an action within 60 days after the date of
Seller's default. Purchaser agrees that its failure to timely
commence such an action for specific performance within such 60-day
period shall be deemed a waiver by it of its right to commence an
action for specific performance.  Notwithstanding the foregoing to
the contrary, Purchaser shall not exercise any of its options under
this Section unless, after making written demand upon Seller, Seller
fails within five (5) days to cure such default or breach.  Further
notwithstanding the foregoing, in the event Purchaser commences an
action for specific performance against Seller, Purchaser will be
entitled to receive from the Title Insurer the Earnest Money and
shall be entitled to retain the same during the pendency of the
specific performance action.  Nothing in the foregoing sentence
shall alter Purchaser's obligation to tender the entire Purchase
Price to Seller in the event Purchaser obtains an order of specific
performance against Seller.
     Section 14.    Condemnation or Destruction
If at any time prior to the Closing all or any material
portion of the Property is destroyed or damaged as a result of fire
or any other cause whatsoever, or taken by condemnation or eminent
domain or any proceeding in condemnation or eminent domain or Seller
becomes aware of the threat of such taking, Seller shall promptly
give written notice thereof to Purchaser. Seller shall bear all risk
of loss or damage to the Property by fire, other casualty or
condemnation prior to the Closing. Any insurance proceeds or
condemnation award, not applied to the restoration of the Property
and the Improvements prior to the Closing will be credited against
the Purchase Price at the Closing. With respect to a casualty or
condemnation prior to the Closing, Purchaser shall have as its sole
remedy the option, exercisable within five (5) days after receipt
by Purchaser of written notice from Seller of any such casualty or
condemnation to either (i) accept an assignment of any insurance
proceeds or condemnation awards made or to be made in connection
therewith and close on the purchase of the Property, or (ii)
terminate this Agreement by written notice to Seller and receive a
return of the Earnest Money.
Section 15.    Assignment
          Purchaser shall have the right to assign its rights under
this Agreement to any entity controlling, controlled by, or under
common control with Purchaser, then Seller will consent to such
assignment by on condition that (i) Purchaser provides to Seller,
no later than the earlier to occur of three (3) business days prior
to the effective date of such assignment or five (5) business days
prior to Closing, written notice of such proposed assignment, which
notice will include a fully executed original of the proposed
instrument to effect such assignment pursuant to which Purchaser
assigns all of its rights and obligations under this Agreement to
such assignee, (ii) such assignment instrument as executed by the
assignee thereunder obligates such assignee to fully perform and
satisfy all of the covenants and obligations of Purchaser under this
Agreement, (iii) such assignment will not relieve the assigning
party from any of the covenants and obligations of Purchaser under
this Agreement, and (iv) such assignment will specify the type of
entity which the assignee is, as well as its state of organization,
and the representations of Purchaser in this regard as contained in
Section 9 will be deemed automatically modified to reflect such
entity type and state of organization with respect to the assignee,
but this Agreement will in all other respects remain unmodified.
Except as specifically set forth above, Purchaser shall not have the
right to assign its rights or delete its duties under this Agreement
to any person or entity without the prior written consent of Seller
and any purported assignment in violation thereof shall be
ineffective.
Section 16.    Brokerage Commission
     As long as the transaction contemplated by this Agreement
closes, Seller shall pay a broker's commission to Stone Ridge
Capital, LLC, which entity has represented Seller and not Purchaser
in this transaction.  Seller and Purchaser hereby represent each to
the other that, except as set forth in the immediately preceding
sentence, they have not discussed this Agreement or the subject
matter thereof with any real estate broker, agent, or salesman, so
as to create any legal right in any such broker, agent, or salesman
to claim a real estate commission or similar fee with respect to the
conveyance of the Property and the other transactions contemplated
by this Agreement.  Seller and Purchaser hereby indemnify each other
against and agree to hold each other harmless from and against any
and all claims (including, without limitation, court costs and
attorneys' fees incurred in connection with any such claims) for any
real estate commissions or similar fees arising out of or in any way
connected with any claimed agency relationship with the indemnitor
and relating to the conveyance of the Property and the other
transactions contemplated by this Agreement. The provisions of this
Section 16 will survive any Closing or termination of this
Agreement.
     Section 17.    Notices
Wherever any notice or other communication is required or
permitted hereunder, such notice or other communication shall be in
writing and shall be delivered by overnight courier, by hand
delivery, by facsimile transmission (with confirmation sheet), or
sent by U.S. registered or certified mail, return receipt requested,
postage prepaid, to the addresses set out below or at such other
addresses as are specified by written notice delivered in accordance
herewith. The effective date of any notice shall be the date of
actual receipt in the case of a notice which is hand delivered or
sent by overnight courier service, the date of transmission in the
case of a notice which is sent by facsimile (with confirmation
sheet) or the date of receipt or rejection as evidenced by the
return receipt if sent by registered or certified mail:
           SELLER:            JDN Realty Corporation
                              359 East Paces Ferry Road
                              Suite 400
                              Atlanta, Georgia  30305
                              Attn:  Andrew E. Rothfeder
                              Fax:  404.264.1118

           With a copy to:    Withrow, McQuade & Olsen, LLP
                              3379 Peachtree Road, N.E.
                              Suite 970
                              Atlanta, Georgia  30326
                              Attn:  Robert E. Stanley, Esq.
                              Fax: 404.814.0009

           PURCHASER:         Brauvin, Inc.
                              30 N. LaSalle Street
                              Suite 3100
                              Chicago, Illinois  60602
                              Attn:  Barry D. Bain
                              Fax:  312.759.7800

           With a copy to:    Patzik, Frank & Samotny, Ltd.
                              150 S. Wacker Drive
                              Suite 900
                              Chicago, Illinois  60606
                              Attn:  Allan Yusim, Esq.
                              Fax: 312.551.1101
     Section 18.    Miscellaneous
     18.1 Rules of Construction. This Agreement shall be
construed and interpreted under the laws of the State of Florida.
The titles of sections and subsections herein have been inserted as
a matter of convenience of reference only and shall not control or
affect the meaning or construction of any of the terms or provisions
herein. All references herein to the singular shall include the
plural, and vice versa.  This Agreement shall be given a fair and
reasonable construction in accordance with the intentions of the
parties hereto, and without regard to or aid of canons requiring
construction against Seller or the party drafting this Agreement.
In the event the date on which Purchaser or Seller is required to
take any action under the terms of this Agreement is not a Business
Day, the action will be taken on the next succeeding Business Day.
As used herein, "Business Day" means any day other than a Saturday,
Sunday or a day on which national banking associations are
authorized or required to close.
18.2 Enforcement. In the event any claim is asserted by
or against any of the parties hereto with respect to this Agreement
or the subject matter hereof, the party or parties prevailing in any
litigation resulting from such claim shall be entitled to receive
attorneys' fees incurred by such prevailing party or parties in such
litigation from the party or parties who fail so to prevail.
18.3 No Waiver. Neither the failure of either party to
exercise any power given such party hereunder or to insist upon
strict compliance by the other party with its obligations hereunder,
nor any custom or practice of the parties at variance with the terms
hereof shall constitute a waiver of either party's right to demand
exact compliance with the terms hereof.
18.4 Entire Agreement. This Agreement contains the entire
agreement of the parties hereto with respect to the subject matter
hereof, and no representations, inducements, promises, or
agreements, oral or otherwise, between the parties not embodied
herein or incorporated herein by reference shall be of any force or
effect.
18.5 Binding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective personal representatives, successors and assigns, subject
always in the case of Purchaser to the provisions of Section 15.
18.6 Amendments. No amendment to this Agreement shall be
binding on any of the parties hereto unless such amendment is in
writing and is executed by the party against whom enforcement of
such amendment is sought.
18.7 Time of Essence. Time is of the essence of this
Agreement.
18.8 Possession. Possession of the Property shall be
granted no later than the date of closing, subject to the Permitted
Title Exceptions.
18.9 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, and
all such counterparts together shall constitute one and the same
instrument.
     18.10     No Reliance on Documents. Except as expressly
stated herein and except with respect to documents JDN has created
or acknowledged in writing to be accurate concerning the Property
and which have been delivered to Purchaser, Seller makes no
representation or warranty as to the truth, accuracy or completeness
of any materials, data or information delivered by Seller to
Purchaser in connection with the transaction contemplated hereby
except with respect to materials, data or information which are
created by Seller. Except as otherwise provided in the preceding
sentence, Purchaser acknowledges and agrees that all materials, data
and information delivered by Seller to Purchaser in connection with
the transaction contemplated hereby are provided to Purchaser as a
convenience only and that any reliance on or use of such materials,
data or information by Purchaser shall be at the sole risk of
Purchaser, except as otherwise expressly stated herein. Without
limiting the generality of the foregoing provisions, Purchaser
acknowledges and agrees that (a) any environmental or other report
with respect to the Property which is delivered by Seller to
Purchaser shall be for general informational purposes only, (b)
Purchaser shall not have any right to rely on any such report
delivered by Seller to Purchaser, but rather will rely on its own
inspections and investigations of the Property and any reports
commissioned by Purchaser with respect thereto, and (c) neither
Seller, any affiliate of Seller nor the person or entity which
prepared any such report delivered by Seller to Purchaser shall have
any liability to Purchaser for any inaccuracy in or omission from
any such report.
18.11     Confidentiality. Purchaser agrees that the terms
and conditions of this Agreement and all other matters related
thereto are confidential and that Purchaser shall not, without the
prior written consent of Seller, disclose the terms and conditions
of this Agreement or the content of the Due Diligence Documents to
any parties except (a) parties owning an interest in the Property
and whose interest will be affected by the transfer of the Property
to Purchaser, (b) Purchaser's lawyers, accountants, and other
professionals engaged by Purchaser to assist in the transfer of the
Property, and (c) disclosure as required by applicable law. In the
event of any such communication permitted by the preceding sentence,
Purchaser agrees to obligate the parties to such communication to
be bound by the same confidentiality requirements set forth herein.
18.12     Tax Free Exchange. Each party hereby agrees to
take any and all actions at Closing as are reasonably necessary to
help the other to effectuate a like-kind exchange of the Property
pursuant to Section 1031 of the Code, including, but not limited to
(i) entering into a like-kind exchange trust agreement authorized
by a "qualified intermediary" acceptable to Purchaser and Seller to
effectuate a like-kind exchange of the Property, which agreement
shall be in the form and substance sufficient to allow such party's
exchange of the Property to qualify as a tax-free exchange under
Section 1031 of the Code, and (ii) paying to the qualified
intermediary the cash at Closing for the Property in accordance with
the instructions of the intermediary; provided, however, that in no
event shall the non-requesting party be required to take title to
any other real property or to incur any additional expenses or
liability in order to effectuate the like-kind exchange. The
requesting party, whether Seller or Purchaser, agrees to indemnify,
defend and hold the other party harmless from and against any and
all costs, expenses, claims and other liabilities of any kind
arising with regard to the effectuation of a tax free exchange as
described herein. Notwithstanding anything to the contrary provided
herein, the non-requesting party makes no representations or
warranties as to the tax treatment for the transaction contemplated
hereby or the ability of the transaction contemplated to qualify for
like-kind exchange treatment pursuant to Section 1031 of the Code.
In the event both parties desire to effectuate a like-kind exchange
as described herein, each party shall pay any and all costs
associated with their respective transactions.
18.13     Return of Earnest Money. Notwithstanding
anything to the contrary contained herein, if Purchaser terminates
this Agreement pursuant to any of the provisions hereof, and if at
the time of such termination (a) [Intentionally Omitted], or (b)
Purchaser has not repaired any damages to the Property resulting
from Purchaser's and Purchaser's representative's investigations or
otherwise has not complied with the provisions of Section 6.1, or
(c) Seller has received a claim for damages from a third party based
on alleged breach by Purchaser of the confidentiality requirements
contained in Section 18.11, then the Earnest Money shall not be
released to Purchaser until Purchaser has compensated Seller for all
of Seller's losses and/or damages relating to the matters described
in (a), (b) and (c) above.
18.14     Radon Gas.  Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are
exposed to it over time.  Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be
obtained from your county public health unit.
IN WITNESS WHEREOF, each of the parties hereto has caused
its duly authorized officer or agent to sign and seal this
Agreement, effective as of the day and year first above written.
                              SELLER:
                              JDN REALTY CORPORATION, a Maryland
                              corporation

                              By:  /s/ Andrew E. Rothfeder
                              Name:    Andrew E. Rothfeder
                              Title:      Executive Vice President
                              Date of Execution:  5/8/02
                              PURCHASER:

                              BRAUVIN, INC., an Illinois
                              corporation

                              By:  /s/  Barry Bain
                              Name:     Barry Bain
                              Title:       Vice President
                              Date of Execution:  5/2/02
            [SIGNATURES CONTINUED ON FOLLOWING PAGE]

            [SIGNATURES CONTINUED FROM PREVIOUS PAGE]
                              Escrow Agent has executed this
                              Agreement for the sole purpose of
                              acknowledging and agreeing to the
                              terms of Section 3.
                              FIRST AMERICAN TITLE INSURANCE
                              COMPANY

                              By:        /s/ Ronald K. Szopa
                              Name:          Ronald K. Szopa
                              Title:             National Counsel
                              Date of Execution:   5/9/02


                           Exhibit 21

Subsidiaries of Small Business Issuer


                                   State of          Names under which
Subsidiary                    Incorporation   Subsidiary does business

Germantown                         Illinois          Montgomery County
Associates, Inc.                                      Associates, Inc.