<PAGE>
                    Form 10-KSB-Annual or Transitional Report
                           Under Section 13 or 15 (d)
                                   Form 10-KSB

         (Mark one)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (NO FEE REQUIRED)
                   For the fiscal year ended December 31, 2001
[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 (NO FEE REQUIRED)

                        Commission file number 33-20527

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of                                 31-1234157
incorporation or organization)                               (IRS Employer
                                                             Identification No.)
3632 Wheeler Road, Suite 2
P.0. Box 204227
Augusta, Georgia                                                      30917-4227
(Address of principal executive offices)                              (Zip Code)

                   Issuer's telephone number (706) 863-2222
        Securities registered under Section 12(b) of the Exchange Act:

                                      None
                                      ----
         Securities registered under Section 12(g) of the Exchange Act:

                            Limited Partnership Units
                            -------------------------
                                (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 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 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: $2,136,000

State the aggregate market value of the voting partnership interest held by
non-affiliates computed by reference to the price at which the partnership
interest were sold, or the average bid and asked prices of such partnership
interest, as of the specified date within the past 60 days: Market value
information for the registrant's partnership interest is not available. Should a
trading market develop for these interests, it is the Managing General Partner's
belief that the aggregate market value of the voting partnership's interest
would not exceed $25,000,000.

                          ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
1.  Portions of the Prospectus of Registrant dated June 10, 1988 (included in
    Registration Statement, No. 33-20527, of Registrant) are incorporated by
    reference into Parts I and III.


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Brunner Companies Income Properties L.P. I, (the "Registrant" or "Partnership"),
is in the process of liquidation. During 2001 and 2000, the Partnership owned
and operated three retail shopping centers: Georgetown Landing, Georgetown,
South Carolina ("Georgetown Landing"); White Horse Plaza, Greenville, South
Carolina ("Whitehorse Plaza"); and Hitchcock Plaza, Aiken, South Carolina
("Hitchcock Plaza"). In November 2001, the Partnership sold Whitehorse Plaza. On
February 15, 2002, Georgetown Landing was sold. The Partnership continues to own
and operate Hitchcock Plaza, which is available for sale.

Due to its lack of liquidity and capital, the competitive nature of retail
merchandising, the significant general and administrative expenses required to
continue in operation as a publicly held partnership and in order to preserve
existing capital, the Partnership intends to dispose of Hitchcock Plaza during
2002 and complete its liquidation as promptly as possible.

The Partnership is highly leveraged. The Partnership's mortgage notes payable
secured by Georgetown Landing and Whitehorse Plaza were repaid in full on
February 15, 2002 from the proceeds of the subsequent sale of Georgetown Landing
and cash held by the Partnership's lender, New York Life Insurance Company, (the
"Lender"). The Partnership's remaining mortgage note, secured by Hitchcock Plaza
is due in full on May 10, 2002. The Partnership will not be able to repay this
debt unless Hitchcock Plaza is sold. Should this property not be sold by the
mortgage payable due date, the Partnership may renegotiate its mortgage note
payable, return the property to the Lender in lieu of foreclosure or seek
bankruptcy protection.

Liquidation Uncertainties

There can be no assurance that the Partnership will dispose of Hitchcock Plaza
at a price that will generate sufficient cash for repayment of its existing
obligations and allow excess cash for distribution to its partners upon
completion of its liquidation. The liquidation process is subject to
uncertainties, which may affect the timing of the disposal of assets, the
realization of estimates in values of assets, and may be beyond the control of
management. On January 22, 2002, Kmart Corporation ("Kmart"), the major tenant
at Hitchcock Plaza, filed for reorganization under Chapter 11 of the U. S.
Bankruptcy Code. Kmart has indicated that it will reorganize on a fast-track
basis and has targeted emergence from Chapter 11 in 2003. Presently, management
is assessing the impact that the Kmart bankruptcy filing will have on its
ability to dispose of Hitchcock Plaza.

Background

The Partnership is a Delaware limited partnership formed in February 1988.
Brunner Management Limited Partnership (the "General Partner"), an Ohio limited
partnership formed in February 1988, is the sole general partner of the
Partnership. 104 Management, Inc. (the


                                      -2-
<PAGE>

"Managing General Partner"), an Ohio corporation formed in February 1988, is the
sole general partner of the General Partner, and in that capacity manages the
business of the Partnership.

Commencing June 10, 1988, the Partnership offered through The Ohio Company up to
552,000 Units of Class A Limited Partnership Interests at $10 per unit
("Units"). Holders of Units are referred to as "Unitholders". An additional
61,333 units of Class B Limited Partnership Interests were issued by the
Partnership to certain affiliates of the Managing General Partner as a part of
the purchase price for an undivided interest in each retail center equivalent to
a then fair market value of $613,330 ("Subordinated Interest"). Holders of
Subordinated Interests are referred to as "Subordinated Limited Partners", and
Unitholders and Subordinated Limited Partners are collectively referred to as
"Limited Partners". Limited Partners are not required to make any additional
capital contributions. There are only two differences between the Class A and
Class B limited partnership interests. First, the holders of Class A units are
entitled to receive their Class A Priority Return before the holders of Class B
units are entitled to receive any portion of their Class B Priority Return.
Second, holders of Class B units, if such holders are affiliates of the General
Partner, are not entitled to vote upon the removal of the General Partner or
upon consideration of a sale of any Retail Center to the General Partner or any
affiliate of the General Partner.

The offering terminated on July 12, 1988. Upon termination of the offering, the
Partnership had accepted subscriptions for 552,000 Units and 61,333 Units of
Subordinated Interests for aggregate gross proceeds of $6,133,330. The
Partnership invested substantially all of the net offering proceeds in the
investment properties (the "Retail Centers"). The Partnership will not acquire
nor invest in any other properties or debt or equity securities of any other
issuers (other than short term investments of cash in high grade United States
government obligations during interim periods between the receipt of revenues
and the distribution of cash to the Limited Partners and pending payment of
operating expenses of the Partnership) and will not issue any additional limited
partnership interests or other equity securities in the Partnership. The
policies of the Partnership noted above can only be changed by an affirmative
vote of limited partners owning a majority in interest and the General Partner.

The General Partner and the Managing General Partner are affiliates of a related
group of corporations and partnerships engaged generally in the real estate
development business. Pursuant to an agreement effective December 31, 1992,
IBGP, Inc., an affiliate of Insignia Financial Group, Inc. ("Insignia"),
acquired a majority of the outstanding stock of 104 Management Inc. on March 5,
1993. IBGP, Inc. was an indirect wholly-owned subsidiary of Metropolitan Asset
Enhancement, L.P. ("MAE"), an affiliate of Insignia. Both IBGP, Inc. and
Insignia Brunner, L.P. were affiliates of Metropolitan Asset Enhancement, L.P.
104 Management, Inc. is the managing general partner of Brunner Management
Limited Partnership, which is the general partner of the Registrant. On November
17, 1998, BCIP I & III, LLC purchased 104 Management, Inc. from IBGP, Inc. and
thereby acquired the general partnership interest in Brunner Management Limited
Partnership. BCIP I & III, LLC also purchased the limited partnership interest
in Brunner Management Limited Partnership and all of the outstanding Class B
Limited Partnership units of the Partnership and Brunner Companies Income
Properties L.P. I, an affiliated entity, from Insignia Brunner, L.P.


                                      -3-
<PAGE>

The real estate business is highly competitive. The Partnership's real property
investments are subject to competition from similar types of properties in the
vicinities in which they are located, and the Partnership is not a significant
factor in its industry.

The Partnership has no employees. Management and administrative services are
performed by affiliates of BCIP I & III, LLC. The property manager is
responsible for the day-to-day operations of each property. The Managing General
Partner has also selected affiliates of BCIP I & III, LLC to provide real estate
advisory, asset management and legal services to the Partnership. As advisor,
such affiliates provide partnership accounting and administrative services,
investment management, and supervisory services over property management and
leasing. For a further discussion of property and partnership management, see
"Item 12", which descriptions are herein incorporated by reference.

There have been, and it is possible there may be, other federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

In certain cases environmental testing has been performed, which resulted in no
material adverse conditions or liabilities. In no case has the Partnership
received notice that it is a potentially responsible party with respect to an
environmental clean up site.


                                      -4-
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

During 2001 and 2000 the Partnership owned and operated three retail shopping
centers, Whitehorse Plaza, Georgetown Landing and Hitchcock Plaza.

On November 1, 2001, the Partnership sold Whitehorse Plaza, a 166,000 square
foot retail shopping center, for $5.2 million and incurred a loss on the sale of
$680,000.

On February 15, 2002, the Partnership sold Georgetown Landing, a 50,000 square
foot retail shopping center, for $1.775 million and recognized a gain on the
sale of $256,000. This gain was included in the liquidation basis adjustment
recorded at December 31, 2001. The proceeds from the sale, along with additional
Partnership cash was used to fully repay the Georgetown Landing mortgage note
payable and the remaining residual balance of the Whitehorse Plaza mortgage note
payable.

The Partnership's remaining property is Hitchcock Plaza, a 233,000 square foot
shopping center in Aiken, South Carolina. It is presently listed for sale with a
national real estate broker. On January 22, 2002, Kmart, the major tenant at
Hitchcock Plaza, filed for reorganization under Chapter 11 of the U. S.
Bankruptcy Code. Kmart has indicated that it will reorganize on a fast-track
basis and has targeted emergence from chapter 11 in 2003. Presently, management
is assessing the impact that the Kmart bankruptcy filing will have on its
ability to dispose of Hitchcock Plaza.

Schedule of Mortgage Notes Payable (in thousands):

The balances and terms of the Partnership's Mortgages Notes Payable at December
31, 2001 are as follows:

<TABLE>
<CAPTION>
                                                    Stated                                              Principal Due
                           Principal balance At    Interest        Period             Maturity           At Maturity
         Property            December 31, 2001       Rate        Amortized             Date(1)            (1)(2)(3)
<S>                        <C>                     <C>           <C>                 <C>                <C>

Hitchcock Plaza                   $ 9,816             7%           38 yrs            05/10/2002            $ 9,770
White Horse Plaza                     376             7%           38 yrs            05/10/2002                352
Georgetown Landing                  1,379             7%           38 yrs            05/10/2002              1,317
                                  -------                                                                  -------

Total                             $11,571                                                                  $11,439
                                  =======                                                                  =======
</TABLE>

(1) The Georgetown Landing and Whitehorse Plaza mortgage notes payable were
repaid in full at the balances stated above on February 15, 2002 from the
proceeds of the sale of Georgetown Landing and cash held by the Lender. The
Hitchcock Plaza mortgage note payable matures on May 10, 2002. The Hitchcock
Plaza monthly note payment is $75,691, which includes principal, interest and
escrow amounts.


                                      -5-
<PAGE>

(2) The major tenant of Hitchcock Plaza, Kmart, filed for bankruptcy protection
on January 22, 2002. Pursuant to the bankruptcy proceedings, Kmart's lease, for
86,479 square feet of space or 37.1% of Hitchcock Plaza's square footage, which
expires in 2012, may be terminated. Kmart has requested that the Partnership
voluntarily reduce its monthly rent by 20%. Any change in the terms of the Kmart
lease would require the approval of the Lender.

(3) The Partnership is attempting to market Hitchcock Plaza using a nationally
recognized real estate agent. Should a sale occur, the Partnership would then
proceed promptly to complete its liquidation.

ITEM 3. LEGAL PROCEEDINGS

During 2001, the Partnership settled its previous litigation in the state courts
of Georgia and South Carolina against Winn-Dixie concerning collection of past
due and future rents under Winn-Dixie's lease at Whitehorse Plaza. The
settlement included a cash payment to the Partnership of $1.26 million for early
termination of Winn Dixie's lease and settlement for all past due rent. This
payment is included in the proceeds from the sale of Whitehorse Plaza.

The Managing General Partner is aware of no additional significant pending or
outstanding litigation that would have a material adverse effect upon the
business, financial condition, or operations of the Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended December 31, 2001, no matters were submitted to a
vote of the Unitholders through the solicitation of proxies or otherwise.


                                      -6-
<PAGE>

                                    PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

As of December 31, 2001, the number of holders of record of Limited Partnership
Units and Subordinated Interest Units was 429 and one, respectively. Neither the
Limited Partnership Units nor the Subordinated Interest Units are traded on any
established public trading market, and it is not anticipated that such a market
will develop in the future. See "Item 11. Security Ownership of Certain
Beneficial Owners and Management."

No cash distributions were paid during 2001 or 2000. Upon completion of the
liquidation of the Partnership, any cash available for distributions will be
distributed in accordance with the provisions of the Partnership Agreement.
There can be no assurance that the Partnership will dispose of Hitchcock Plaza
at a price that will generate sufficient cash for repayment of its existing
obligations and allow excess cash for distribution to its partners upon
completion of its liquidation.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations - 2001 vs. 2000

The Partnership realized a net loss of $22,000 in 2001 compared to a net loss of
$291,000 for 2000. Included in 2001 results was a net loss from operations of
$130,000, a loss on the sale of Whitehorse Plaza of $680,000 and a net gain of
$788,000 to recognize adjustments required when the Partnership adopted the
liquidation basis of accounting.

The loss from operations decreased by $161,000 from 2000 to 2001. Total revenues
declined $67,000 while total expenses declined $228,000. Expenses declined in
all major categories with the exception of property taxes. There were no new
tenants at Whitehorse Plaza or Georgetown Landing in 2001. At Hitchcock Plaza,
two small new tenants, a restaurant and a check-cashing service company, signed
new leases during 2001. Due to the sale of Whitehorse Plaza on November 1, 2001,
ten months of Whitehorse Plaza results are included in 2001 compared to twelve
months for 2000.

During 2001 Georgetown Landing and Hitchcock Plaza had average annual occupancy
rates of 100% and 84%, respectively. Whitehorse Plaza had an average annual
occupancy rate of 13%, (based on occupied space). An anchor tenant of White
Horse Plaza, Wal-Mart, vacated its 81,922 feet in January 1999 and moved across
the street into a newer retail center. Wal-Mart continued to pay its monthly
rent as required by its lease through November 1, 2001, the date of the sale of
Whitehorse Plaza by the Partnership. In June 1999, the remaining anchor tenant
of Whitehorse Plaza, Winn Dixie, vacated its space and ceased paying rent. In
1999, the Partnership sued Winn Dixie for uncollected past due rent.


                                      -7-
<PAGE>

As a condition of the sale of Whitehorse Plaza, in October 2001, the Partnership
reached a settlement with Winn Dixie to settle all litigation for past due rent
and terminate its lease for $1.26 million. As an additional condition of the
sale of Whitehorse Plaza, the Partnership reached an agreement with Wal-Mart to
terminate its lease and received an early termination fee payment of $1.2
million. Both of these payments, less related commissions and legal fees, are
included in the gross proceeds received from the sale of Whitehorse Plaza.

Rental income includes all rent and reimbursements from tenants including taxes
and common area maintenance costs less any charges for uncollectable accounts
receivables. Common area maintenance costs are included as operating expenses.

Lack of an anchor tenant significantly impacted the ability of Whitehorse Plaza
to attract and keep new tenants and depressed the value of this property. As a
result, the Partnership sold this property at a loss of $680,000 on November 1,
2001.

Georgetown Landing was subsequently sold on February 15, 2002. A gain of
$256,000 was recognized on the sale. This gain was included in the liquidation
basis adjustment recorded at December 31, 2001. The Partnership has listed its
remaining shopping center, Hitchcock Plaza, for sale with a national realtor.
Should a sale occur, the Partnership would then promptly complete its
liquidation.

Management is evaluating the effect of the January 22, 2002 Chapter 11
bankruptcy filing of Kmart Corporation on its intentions to sell Hitchcock
Plaza. Pursuant to the bankruptcy proceedings, Kmart's lease for 86,479 square
feet of space or 37.1% of the total Shopping Center square footage, which
expires in 2012, may be terminated. Kmart has requested that the Partnership
voluntarily reduce its monthly rent by 20%. Any change in the terms of the
K-Mart Lease would require the approval of the Lender. The Kmart bankruptcy
could result in a modification of the Partnership's mortgage note payable, which
matures on May 10, 2002, a voluntary return of the property to the lender in
lieu of foreclosure, or a bankruptcy filing by the Partnership.

Liquidity and Capital Resources

The Hitchcock Plaza mortgage note payable is due on May 10, 2002. The Georgetown
Landing and Hitchcock Plaza mortgage notes payable were fully repaid on February
15, 2002 from the proceeds of the sale of Georgetown Landing and cash held by
the Lender. The Partnership presently has no additional source of liquidity or
additional capital resources. The Partnership intends to sell Hitchcock Plaza
and complete its liquidation as promptly as possible. Alternatively, the
Partnership may reach an agreement with the Lender to modify or extend the
mortgage note payable, voluntarily return the property to the lender or file
bankruptcy proceedings.

Rents are presently collected and held by the Lender. The Lender makes monthly
payments for management fees and operating expenses to the Partnership.


                                      -8-
<PAGE>

No cash distributions were made in 2001 or 2000. Upon the sale or disposition of
Hitchcock Plaza, management will complete the liquidation of the Partnership
according to the provisions of the partnership agreement.

Other

Certain items discussed in this annual report may constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual performance or
achievements of the Partnership to be materially different from any future
results performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements speak only as of the date of this
annual report. The Partnership expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward looking statements
contained herein to reflect any change in the Partnership's expectations with
regard thereto or any change in events, conditions or circumstances on which
such statement is based.


                                      -9-
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Brunner Companies Income Properties L. P. I

List of Financial Statements

    Report of independent certified public accountants

    Statement of net assets in liquidation

    Statements of operations

    Statements of changes in partners' capital (deficit)/net assets in
    liquidation

    Statements of cash flows

    Notes to financial statements


                                      -10-
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Partners
BRUNNER COMPANIES INCOME PROPERTIES L.P. I

We have audited the accompanying statement of net assets in liquidation of
BRUNNER COMPANIES INCOME PROPERTIES L. P. I (a partnership in liquidation) as of
December 31, 2001, and the related statements of operations, changes in
partners' capital (deficit)/net assets in liquidation and cash flows for the
years ended December 31, 2001 and 2000. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 the Partnership's management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As described in Note A to the financial statements, as of December 31, 2001, the
General Partner has commenced liquidation of the Partnership. As a result, the
Partnership has changed its basis of accounting from the going concern basis to
the liquidation basis.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Brunner Companies Income
Properties L.P. I as of December 31, 2001, and the results of its operations and
its cash flows for the years ended December 31, 2001 and 2000, in conformity
with accounting principles generally accepted in the United States of America
applied on the basis of accounting described in the preceding paragraph.


                                       Elliott Davis, L.L.P.


Augusta, Georgia
March 7, 2002


                                      -11-
<PAGE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                     STATEMENT OF NET ASSETS IN LIQUIDATION
                                 (IN THOUSANDS)
                                DECEMBER 31, 2001

<TABLE>
<S>                                                                <C>
ASSETS
   Cash and cash equivalents                                       $   531
   Restricted cash and escrows - held by the lender                    386
   Accounts receivable - net                                            49
   Other assets                                                         56
   Investment properties - net                                      11,243
                                                                   -------

Total assets                                                       $12,265
                                                                   =======

LIABILITIES
   Accounts payable and accrued expenses                           $   150
   Estimated liquidation expenses                                       80
   Tenant security deposits                                             13
   Mortgage notes payable                                           11,571
                                                                   -------

Total liabilities                                                   11,814

NET ASSETS IN LIQUIDATION                                              451

Total liabilities and net assets in liquidation                    $12,265
                                                                   =======
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      -12-
<PAGE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                                          FOR THE YEARS ENDED
                                                             DECEMBER 31,
                                                         2001            2000
                                                       -------         -------
<S>                                                    <C>             <C>

REVENUES:
   Rental income                                       $ 2,094         $ 2,134
   Other income                                             42              69
                                                       -------         -------

Total revenues                                           2,136           2,203
                                                       -------         -------

EXPENSES:
   Operating                                               201             271
   General and administrative                              109             130
   Depreciation                                            646             701
   Interest                                              1,147           1,235
   Property taxes                                          163             157
                                                       -------         -------

Total expenses                                           2,266           2,494
                                                       -------         -------

Net loss from operations                                  (130)           (291)

Loss on sale of Whitehorse Plaza                          (680)             --
Liquidation basis adjustment, net                          788              --
                                                       -------         -------

NET LOSS                                               $   (22)        $  (291)
                                                       =======         =======

Net loss allocated to general
     partner (1.0%)                                    $    --         $    (3)

Net loss allocated to Class A
     limited partners 552,000 units (89.1%)                (20)           (259)

Net loss allocated to Class B
     limited partners 66,000 units (9.9%)                   (2)            (29)
                                                       -------         -------

                                                       $   (22)        $  (291)
                                                       =======         =======
NET LOSS PER CLASS A LIMITED
     PARTNERSHIP UNIT                                  $  (.04)        $  (.47)
                                                       =======         =======
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      -13-
<PAGE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
        STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)/NET ASSETS IN
                                  LIQUIDATION
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          LIMITED PARTNERS
                                                       ----------------------
                                         GENERAL
                                         PARTNER       CLASS A        CLASS B         TOTAL
                                         -------       -------        -------        -------
<S>                                      <C>           <C>            <C>            <C>

Original capital contributions            $  1         $ 5,520         $ 613         $ 6,134
                                          ====         =======         =====         =======

Partners capital (deficit) at
     December 31, 1999                     (30)            545           249             764

Net loss for the year ended
     December 31, 2000                      (3)           (259)          (29)           (291)
                                          ----         -------         -----         -------

Partners capital (deficit) at
     December 31, 2000                     (33)            286           220             473

Net loss for the year ended
     December 31, 2001                      --             (20)           (2)            (22)
                                          ----         -------         -----         -------

NET ASSETS IN LIQUIDATION AT
     DECEMBER 31, 2001                    $(33)        $   266         $ 218         $   451
                                          ====         =======         =====         =======
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      -14-
<PAGE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           FOR THE YEARS ENDED
                                                                               DECEMBER 31,
                                                                           2001           2000
                                                                         -------         -------
<S>                                                                      <C>             <C>

Cash Flows From Operating Activities
     Net loss                                                            $   (22)        $  (291)
     Adjustments to reconcile net loss to net cash provided
         by operating activities:
            Loss on sale of Whitehorse Plaza                                 680              --
            Liquidation basis adjustment, net                               (788)             --
            Depreciation                                                     646             701
            Amortization of leasing commissions                               25              28
            Change in deferred and accrued amounts
               Accounts receivable                                             4              39
               Other assets                                                   85            (118)
               Accounts payable and accrued expenses                         (30)             53
               Accrued property taxes                                        (27)             27
               Tenant security deposit liabilities                            (5)             (1)
                                                                         -------         -------

            Net cash provided by operating activities                        568             438
                                                                         -------         -------

Cash Flows Provided by (Used In) Investing Activities
     Payments for tenant improvements                                         (2)            (96)
     Proceeds from the sale of Whitehorse Plaza                            5,198              --
     Decrease (increase) in restricted cash and escrows                      343            (168)
                                                                         -------         -------

          Net cash provided by (used in) investing activities              5,539            (264)
                                                                         -------         -------

Cash Used In Financing Activities
     Payments on mortgage notes payable                                   (6,032)           (144)
                                                                         -------         -------

Net increase in cash and cash equivalents                                     75              30

Cash and cash equivalents at beginning of the year                           456             426
                                                                         -------         -------

CASH AND CASH EQUIVALENTS AT END OF THE YEAR                             $   531         $   456
                                                                         =======         =======


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID FOR INTEREST                                                   $ 1,187         $ 1,235
                                                                         =======         =======
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      -15-
<PAGE>

                   BRUNNER COMPANIES INCOME PROPERTIES L.P. I
                          NOTES TO FINANCIAL STATEMENTS
                           (TABULAR DATA IN THOUSANDS)
                                DECEMBER 31, 2001

NOTE A - LIQUIDATION BASIS OF ACCOUNTING PRESENTATION

Brunner Companies Income Properties L.P. I (the "Partnership"), is in the
process of liquidation. During 2001 and 2000, the Partnership owned and operated
three retail shopping centers: Georgetown Landing, Georgetown, South Carolina
("Georgetown Landing"); White Horse Plaza, Greenville, South Carolina
("Whitehorse Plaza"); and Hitchcock Plaza, Aiken, South Carolina ("Hitchcock
Plaza"). On November 1, 2001, the Partnership sold Whitehorse Plaza. On February
15, 2002, Georgetown Landing was sold. The Partnership continues to own and
manage Hitchcock Plaza, which is available for sale. Due to the significant
general and administrative expenses required in continuing to operate as a
public partnership, management expects to dispose of Hitchcock Plaza during 2002
and complete its liquidation as promptly as possible.

As a result of the foregoing, the Partnership changed its basis of accounting
for its financial statements at December 31, 2001, from the going concern basis
of accounting to the liquidation basis of accounting. Under the liquidating
basis of accounting, assets are adjusted to their net estimated net realizable
value and liabilities are presented at their estimated net settlement amounts.
The liquidation basis of accounting also requires management to recognize the
estimated costs associated with carrying out the liquidation. The revaluation of
assets and liabilities and the recognition of estimated liquidation costs
require certain judgements, assumptions and estimates by management, which may
change as the liquidation progresses.

NOTE B - NET ADJUSTMENT TO LIQUIDATION BASIS OF ACCOUNTING

At December 31, 2001, in accordance with the liquidation basis of accounting,
assets were adjusted to their estimated net realizable values. Also, estimated
costs associated with carrying out the liquidation were accrued. Management
presently estimates that all liabilities will be settled at their face amount,
without adjustment.

At December 31, 2001, the carrying value of Hitchcock Plaza property was
adjusted to its estimated net realizable value. Also, at December 31, 2001, the
carrying value of Georgetown Landing was adjusted to its subsequent net sales
price of $1,775,000, which included a gain of $256,000. This subsequent net
sales price was received by the Partnership upon the sale of Georgetown Landing
on February 15, 2002. Prior to the change from the going-concern basis to the
liquidation basis of accounting, investment properties were stated at the lower
of cost or estimated fair value. The statement of net assets in liquidation as
of December 31, 2001, includes $80,000 of estimated liquidation costs expected
to be settled during the period of liquidation, based on the assumption that the
liquidation process will be completed during the second quarter of 2002. Because
the success in realization of assets and the settlement of


                                      -16-
<PAGE>

liabilities is based on the Managing General Partner's best estimates, the
liquidation period may shorter than projected or it may be extended beyond the
projected period.

The adjustments required to adopt the liquidation basis of accounting at
December 31, 2001, were as follows:
<TABLE>
<CAPTION>
                                                                                       INCREASE
                                                                                      (DECREASE)
                                                                                    IN NET ASSETS
                                                                                   IN LIQUIDATION
<S>                                                                                <C>

Increase in the carrying value of Georgetown Landing                                   $ 256
Increase in the carrying value of Hitchcock Plaza                                        657
Write off of unamortized leasing commissions, net at Georgetown Landing                   (5)
Write off of unamortized leasing commissions, net at Hitchcock Plaza                     (40)
Estimated liquidation expenses                                                           (80)
                                                                                       -----

LIQUIDATION BASIS ADJUSTMENT, NET                                                      $ 788
                                                                                       =====
</TABLE>

Hitchcock Plaza continues to generate sufficient monthly rental income in excess
of the cash flows necessary for monthly debt service and operating expenses.
Therefore, no accruals for operating expenses are included in the liquidation
basis adjustment, net.


                                      -17-
<PAGE>

NOTE C - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The Partnership is a Delaware limited partnership formed on February 29, 1988
for the purpose of acquiring and operating the following retail centers:
Hitchcock Plaza, in Aiken, South Carolina; White Horse Plaza, in Greenville,
South Carolina; and Georgetown Landing, in Georgetown, South Carolina
(collectively referred to as the "Retail Centers"). The seller of these Retail
Centers was related to the then general partners of the Partnership.

The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner"). The General Partner is an Ohio limited partnership whose
general partner is 104 Management, Inc. ("Managing General Partner"). From March
5, 1993 until November 17, 1998, the majority of the outstanding stock of 104
Management, Inc. was held by IBGP, Inc., an affiliate of Insignia Financial
Group, Inc. Prior to November 17, 1998, IBGP, Inc. effectively controlled the
Managing General Partner of the Partnership.

On November 17, 1998, BCIP I & III, LLC, (a Georgia limited liability company
and an affiliate of Hull/Storey Development, LLC) purchased all of the
outstanding stock of 104 Management, Inc. and thereby acquired the general
partnership interest in Brunner Management Limited Partnership. BCIP I & III,
LLC also purchased all of the outstanding Class B Limited Partnership units of
the Partnership. As a result of this transaction, BCIP I & III, LLC effectively
controls the Managing General Partner of the Partnership.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS

The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents as well as operating
cash held by the real estate management company on behalf of the Partnership's
individual properties. At certain times, the amount of cash deposited at a bank
may exceed the limit on insured deposits.

RESTRICTED CASH AND ESCROWS

The Partnership is required to make quarterly payments of net cash flow, as
defined, into a separate escrow account, which is held by a subsidiary of New
York Life Insurance Company (the "Lender") in favor of the Partnership. This
cash is only to be used for tenant improvements, leasing commissions, capital
improvements, and /or debt service shortfall as approved by the Lender.


                                      -18-
<PAGE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Partnership records as an allowance for doubtful accounts 100% of
receivables over ninety days old, 50% of receivables over sixty but less than
ninety-one days old and 100% of receivables from former tenants. The
Partnership's allowance for doubtful accounts for the years ended December 31,
2001 and 2000 was $403,000 and $755,000, respectively.

LEASE COMMISSIONS

Lease commissions were being capitalized and amortized by the straight-line
method over the term of the applicable lease. At December 31, 2001, unamortized
lease commissions were written off in the adjustment to the liquidation basis of
accounting.

INVESTMENT PROPERTIES

At December 31, 2001, in accordance with the liquidation basis of accounting,
investment properties are stated at their estimated net realizable value.

DEPRECIATION

Buildings and improvements were depreciated on the straight-line basis over an
estimated useful life of 5 to 31.5 years. Tenant improvements were depreciated
over the term of the applicable leases.

ADVERTISING

The Partnership expensed the costs of advertising as incurred.

RENTAL INCOME

Rents were recognized over the terms of the leases as earned. Tenants are
responsible for their own utilities, maintenance of their space, and payment of
their proportionate share of common area maintenance, utilities, insurance and
real estate taxes. Real estate taxes, insurance, and common area maintenance
expenses are generally paid directly by the Partnership. The Partnership is then
reimbursed by the tenants for their proportionate share. Several of the larger
tenants remit their property taxes directly to the taxing authority. The
expenses paid by the Partnership are included in the accompanying statements of
operations as property taxes and operating expenses. Amounts reimbursed by the
tenants are included in rental income.

INCOME TAXES

No provision has been made in the financial statements for Federal income taxes
because under current law, no Federal income taxes are paid directly by the
Partnership. The Partners are responsible for their respective share of
Partnership net income or loss.


                                      -19-
<PAGE>

RECLASSIFICATIONS

Certain reclassifications have been made to the 2000 information to conform to
the 2001 presentation.

NOTE D - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS AND DISTRIBUTIONS

Distributions of operating cash flow, as defined in the partnership agreement,
will be distributed as follows:

First, to the Class A Limited Partners until they have received a cumulative
noncompounded annual cash return of 10% (Class A priority return) of their
adjusted capital contributions;

Second, to the Class B Limited Partners until they have received a cumulative
noncompounded annual cash return of 10% (Class B priority return) of their
adjusted capital contributions;

Third, to the General Partner to the extent that taxable income for the fiscal
year is allocated to the General Partner; and

Fourth, to the Class A Limited Partners and to the Class B Limited Partners an
amount equal to 90% and 10%, respectively, of the balance, if any, remaining.

Taxable income or loss from operations will be allocated 89.1% to the Class A
Limited Partners, 9.9% to the Class B Limited Partners and 1% to the General
Partner.

All excess proceeds from sales and debt refinancings generally will be
distributed in the following order:

First, to the Class A Limited Partners until their adjusted capital
contributions are reduced to zero;

Second, to the Class B Limited Partners until their adjusted capital
contributions are reduced to zero;

Third, to the Class A Limited Partners for any unpaid priority return of cash
distributions of operating cash flows;

Fourth, to the Class B Limited Partners for any unpaid priority return of cash
distributions of operating cash flows;

Fifth, to the General Partner until its original capital contribution is reduced
to zero; and


                                      -20-
<PAGE>

The balance, if any, 67.5% to the Class A Limited Partners, 7.5% to the Class B
Limited Partners and 25% to the General Partner.

NOTE E - MORTGAGE NOTES PAYABLE

The mortgage notes payable are nonrecourse. The terms are as follows:

<TABLE>
<CAPTION>
                                                   Stated                                               Principal Due
                            Principal balance At  Interest         Period            Maturity            At Maturity
Property                     December 31, 2001      Rate         Amortized            Date(1)                (2)
<S>                         <C>                   <C>            <C>                 <C>                <C>

Hitchcock Plaza                   $ 9,816            7%            38 yrs            05/10/2002            $ 9,770
White Horse Plaza                     376            7%            38 yrs            05/10/2002                352
Georgetown Landing                  1,379            7%            38 yrs            05/10/2002              1,317
                                  -------                                                                  -------

TOTAL                             $11,571                                                                  $11,439
                                  =======                                                                  =======
</TABLE>

(1) Subsequent to December 31, 2001, the Georgetown Landing and Whitehorse Plaza
mortgage notes payable were repaid in full at the balances as stated above on
February 15, 2002 from the proceeds of the sale of Georgetown Landing and cash
held by the Lender. The Hitchcock Plaza mortgage note payable matures on May 10,
2002. The Hitchcock Plaza monthly note payment is $75,691, which includes
principal, interest and escrow amounts.

(2) The major tenant of Hitchcock Plaza, Kmart Corporation ("Kmart"), filed for
reorganization under Chapter 11 of the U. S. Bankruptcy Code on January 22,
2002. Pursuant to the bankruptcy proceedings, Kmart's lease, for 86,479 square
feet of space or 37.1% of Hitchcock Plaza's square footage, which expires in
2012, may be terminated. Kmart has requested that the Partnership voluntarily
reduce its monthly rent by 20%. Any change in the terms of the Kmart lease would
require the approval of the Lender.

(3) The Partnership is attempting to market Hitchcock Plaza using a nationally
recognized real estate agent. Should a sale occur, the Partnership would then
proceed promptly to complete its liquidation.


                                      -21-
<PAGE>

NOTE F - INCOME TAXES

The Partnership is classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except unit data):

<TABLE>
<CAPTION>
                                                                      YEAR ENDED
                                                                     DECEMBER 31,
                                                                 2001           2000
<S>                                                            <C>             <C>

Net loss as reported                                           $   (22)        $(291)
Add (deduct):
     Depreciation differences                                     (240)           64
     Allowance for doubtful accounts                              (351)          433
     Liquidation adjustment                                       (788)           --
     Unearned income                                               (13)           13
     Miscellaneous                                                   8            65
                                                               -------         -----

FEDERAL TAXABLE INCOME                                         $(1,406)        $ 284
                                                               =======         =====

FEDERAL TAXABLE INCOME PER LIMITED PARTNERSHIP UNIT            $ (2.27)        $ .46
                                                               =======         =====
</TABLE>

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:

<TABLE>
                 <S>                                             <C>
                 Net assets as reported                          $   451
                 Allowance for doubtful accounts                     403
                 Land and buildings                                 (956)
                 Accumulated depreciation                            429
                 Syndication costs                                   667
                 Other                                               147
                                                                 -------

                 NET ASSETS - FEDERAL TAX BASIS                  $ 1,141
                                                                 =======
</TABLE>


                                      -22-
<PAGE>
NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of the Managing General Partner in 2001 and 2000:

<TABLE>
<CAPTION>
                                                                            2001      2000
<S>                                                                         <C>       <C>
Property management fees (included in operating expenses)                   $ 49      $ 77
                                                                            ----      ----

Reimbursement for services of affiliates (included in general
     and administrative expenses)                                           $ 13      $ 29
                                                                            ----      ----

Lease commissions for new leases(1)                                         $  5      $ 24
                                                                            ----      ----
</TABLE>

(1) Lease commissions for new leases were included in other assets and amortized
over the life of the respective lease. At December 31, 2001, remaining
unamortized lease commissions, totaling $46,000, were written off in the
adjustment to liquidation basis of accounting.

The following fees and commissions were paid to related parties in connection
with the sale of Whitehorse Plaza and are included in the Loss on Sale of
Whitehorse Plaza:

<TABLE>
<S>                                                                               <C>
Commission from the sale of Whitehorse Plaza                                      $  65
Commission from the settlement of the Winn Dixie Lease Litigation                    38
Commission from the settlement of the Wal-Mart early lease termination               36
Commission from the settlement of Highway Condemnation Proceedings
      at Whitehorse Plaza with the State of South Carolina                            2
Legal fee from the settlement of the Winn Dixie Litigation                          168
Legal fee from the settlement of Highway Condemnation Proceedings
      at Whitehorse Plaza with the State of South Carolina                            5
                                                                                  -----

TOTAL OF ALL RELATED PARTY FEES AND COMMISSIONS PAID IN CONNECTION
      WITH THE SALE OF WHITEHORSE PLAZA                                           $ 314
                                                                                  =====
</TABLE>


                                      -23-
<PAGE>

NOTE H - SALE OF WHITEHORSE PLAZA

On November 1, 2001, the Partnership sold Whitehorse Plaza to an unrelated third
party. In order to facilitate the sale, the Partnership negotiated lease
termination agreements with Winn Dixie Stores and Wal-Mart Stores and settled a
condemnation proceeding with the State of South Carolina over land condemned for
the widening of Whitehorse Road at this property. The resulting net loss of
$680,000, pursuant to the sale of Whitehorse Plaza, is more fully described
below:

<TABLE>
<S>                                                                                                    <C>
LOSS ON SALE OF WHITEHORSE PLAZA (IN THOUSANDS)

Net sales price of Whitehorse Plaza                                                                    $  3,015
Proceeds from settlement of the Winn Dixie litigation and
     termination of the Winn Dixie lease, net                                                               970
Proceeds from termination of the Wal-Mart lease, net                                                      1,164
Proceeds from State of South Carolina's
     condemnation of Highway 25, net                                                                         49
                                                                                                       --------

Total proceeds from settlements and assets sold                                                           5,198
Carrying value of Whitehorse Plaza                                                                        5,878
                                                                                                       --------

NET LOSS ON SALE OF WHITEHORSE PLAZA                                                                   $    680
                                                                                                       ========

Each of the above individual transactions is summarized below:

PROCEEDS FROM THE SALE OF WHITEHORSE PLAZA (IN THOUSANDS)

Sales price of Whitehorse Plaza                                                                        $  3,250
     Less: sales commissions                                                                               (195)
              write off of property taxes receivable, settled as part of termination fee                    (38)
              write off of accrued rents, settled as part of termination fee                                 (2)
                                                                                                       --------

NET SALES PRICE OF WHITEHORSE PLAZA                                                                    $  3,015
                                                                                                       ========
</TABLE>


                                      -24-
<PAGE>

A sales commission of $65,000 (included in the total commission of $195,000 as
shown above) was paid to Hull Storey Retail Group, LLC, a related party to the
Managing General Partner; said $65,000 is included and set forth in Note G -
Transactions with Affiliated Parties.

PROCEEDS FROM SETTLEMENT OF THE WINN DIXIE LITIGATION AND TERMINATION OF THE
LEASE, NET

Effective October 31, 2001 Winn Dixie Corporation terminated its lease at
Whitehorse Plaza, settled all outstanding litigation claims and paid a
termination fee as follows (in thousands):

<TABLE>
<S>                                                                                                    <C>
Proceeds from settlement of Winn-Dixie litigation and lease termination fee                            $1,260
      Less: commission                                                                                    (38)
            legal fees                                                                                   (252)
                                                                                                       ------

PROCEEDS FROM SETTLEMENT OF WINN DIXIE LITIGATION AND LEASE TERMINATION FEE, NET                       $  970
                                                                                                       ======
</TABLE>

In connection with the settlement of the litigation concerning collection of
past-due rent and the termination of the Whitehorse Plaza Winn-Dixie Lease, a
commission of $37,800 was paid to Hull Storey Retail Group, LLC, a related party
to the Managing General Partner and legal fees of $84,000 each were paid to
attorneys John W. Gibson, N. Wayne Grovenstein and Tucker, Everitt, Long,
Brewton and Lanier, the Partnership's outside law firm. Mr. Gibson and Mr.
Grovenstein are employees of Hull Storey Retail Group, LLC and provided legal
representation and assistance, along with the Partnership's outside attorneys,
to the Partnership in this matter, which was ongoing for over two years. Mr.
Grovenstein is vice-president of the Managing General Partner.

PROCEEDS FROM TERMINATION OF THE WAL-MART LEASE, NET

Effective November 1, 2001, Wal-Mart Stores terminated its lease at Whitehorse
Plaza and paid a termination fee as follows (in thousands):

<TABLE>
<S>                                                                         <C>
Proceeds from Wal-Mart lease termination fee                                $ 1,200
     Less: commission                                                           (36)
                                                                            -------

PROCEEDS FROM TERMINATION OF WAL-MART LEASE, NET                            $ 1,164
                                                                            =======
</TABLE>

In connection with the termination of the Whitehorse Plaza Wal-Mart lease, a
commission of $36,000 (as shown above) was paid to Hull Storey Retail Group,
LLC, a related party to the Managing General Partner.


                                      -25-
<PAGE>

PROCEEDS FROM STATE OF SOUTH CAROLINA'S CONDEMNATION OF HIGHWAY 25, NET

On November 1, 2001 the Partnership agreed to accept $55,900 from the South
Carolina Department of Transportation in settlement of a condemnation proceeding
concerning the taking of a certain portion of land necessary for the
construction of Road U. S. 25 Whitehorse Road at Whitehorse Plaza. A summary of
this transaction is as follows (in thousands):

<TABLE>
<S>                                                                                                     <C>
Proceeds due from condemnation fee                                                                      $ 56
Less: legal fee payable                                                                                   (5)
         commission payable                                                                               (2)
                                                                                                        ----
PROCEEDS FROM STATE OF SOUTH CAROLINA'S CONDEMNATION OF HIGHWAY 25, NET                                 $ 49
                                                                                                        ====
</TABLE>

Upon receipt of the condemnation fee, a commission of $1,650 and a legal fee of
$5,500 (as shown above) are payable to Hull Storey Retail Group, LLC, a related
party to the Managing General Partner.

Release of Whitehorse Plaza Property as Collateral by the Lender; Payment of
Restricted Escrow Funds against the Whitehorse Plaza Debt; Restructuring of
Remaining Whitehorse Plaza Debt

As a result of the above transactions, the Lender has released its lien on
Whitehorse Plaza as collateral on the Partnership's Debt. The net proceeds from
each of the above transactions were or will be received directly by the Lender
and will be applied to reduce the Whitehorse Plaza mortgage note payable.
Additionally, the Partnership and the Lender agreed to pay $665,000 from the
Restricted Escrow Account against the Whitehorse Mortgage Payable. The resulting
note balance of approximately $376,000 is secured by mortgage liens on the
Georgetown Landing and Hitchcock Plaza properties of the Partnership, bears
interest at 7% per annum and is due and payable in full on May 10, 2002.
Pursuant to the sale of Georgetown Landing on February 15, 2002, this note was
repaid in full from the proceeds of the sale and cash held by the lender.


                                      -26-
<PAGE>

NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)

<TABLE>
<CAPTION>
                                    INITIAL COST TO PARTNERSHIP      NET COSTS
                                                                     (REMOVED)
                                                BUILDINGS AND       CAPITALIZED
                                               RELATED PERSONAL    SUBSEQUENT TO
DESCRIPTION         ENCUMBRANCES      LAND         PROPERTY         ACQUISITION
<S>                 <C>               <C>      <C>                 <C>

Hitchcock             $ 9,816        $ 1,757        $12,629            $ (11)
Whitehorse                376             --             --
Georgetown              1,379            428          1,711               19
                      -------        -------        -------            -----

TOTALS                $11,571        $ 2,185        $14,340            $(216)
                      =======        =======        =======            =====
</TABLE>

At December 31, 2001, the Partnership's Investment Properties are carried at net
realizable value as follows (in thousands):

<TABLE>
<CAPTION>
                                                             GEORGETOWN       HITCHCOCK
                                               TOTAL           LANDING          PLAZA
<S>                                           <C>            <C>              <C>

Land                                          $  2,184         $   428         $  1,756
Buildings and personal properties               14,291           1,730           12,561
Accumulated depreciation                        (6,145)           (752)          (5,393)
Adjustment to net realizable value                 913              56                6
                                              --------         -------         --------

INVESTMENT PROPERTIES, NET                    $ 11,243         $   662         $  9,581
                                              ========         =======         ========
</TABLE>


                                      -27-
<PAGE>

A reconciliation of the components of Investment Properties is as follows (in
thousands):

<TABLE>
<CAPTION>
                                               2001             2000
<S>                                           <C>             <C>

INVESTMENT PROPERTIES

Balance at beginning of year                  $25,255         $25,159
Property improvements                               2              96
Sale of Whitehorse Plaza                       (8,782)             --
                                              -------         -------

Balance at end of year                         16,475          25,255
                                              -------         -------

ACCUMULATED DEPRECIATION

Balance at beginning of year                    8,406           7,705
Depreciation expense                              646             701
Sale of Whitehorse Plaza                       (2,907)             --
                                              -------         -------

Balance at end of year                          6,145           8,406
                                              -------         -------

Adjustment to net realizable value                913              --
                                              -------         -------

TOTAL INVESTMENT PROPERTIES, NET              $11,243         $16,849
                                              =======         =======
</TABLE>


                                      -28-
<PAGE>

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 2001 and 2000, is $16,433,000 and $25,276,000, respectively. The
accumulated depreciation balance for Federal income tax purposes at December 31,
2001 and 2000 is $5,717,000 and $7,862,000, respectively.

NOTE J - LITIGATION, GOING CONCERN AND SUBSEQUENT EVENTS

In November 2001, the Partnership sold Whitehorse Plaza, settled its legal
dispute with Winn Dixie concerning its right to terminate its lease, and agreed
to a lease termination settlement with Wal-Mart. The aggregate proceeds from
these three transactions was recorded as the sales price of Whitehorse Plaza.

Subsequent to December 31, 2001, the Partnership sold Georgetown Landing for
$1,775,000 on February 15, 2002, and recognized a gain of $256,000. This gain
was included in the liquidation basis adjustment recorded at December 31, 2001.
The proceeds from this sales transaction, along with funds held by the lender,
were used to repay the outstanding mortgage note payable on Georgetown Landing
of $1,317,000 and the remaining Whitehorse Plaza mortgage note payable of
$352,000.

The Partnership is not expected to continue operating as a going concern.
Management's intent is to sell Hitchcock Plaza, the Partnership's only remaining
investment property as of February 15, 2002 and liquidate the Partnership as
promptly as possible. Management is presently re-evaluating the asking price for
Hitchcock Plaza. The major tenant of Hitchcock Plaza, Kmart Corporation
("Kmart"), filed for reorganization under Chapter 11 of the U. S. Bankruptcy
Code on January 22, 2002.


                                      -29-
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There were no disagreements with Elliott Davis, L.L.P. regarding the 2001 and
2000 audits of the Partnership's financial statements.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The Partnership has no officers or directors. The Managing General Partner
manages and controls the Partnership and has general responsibility and
authority in all matters affecting its business. The names and ages of the
directors and executive officers of 104 Management, Inc., the Partnership's
Managing General Partner, and the nature of all positions with 104 Management,
Inc. presently held by them are set forth below. There are no family
relationships between or among any officers and directors.

<TABLE>
<CAPTION>
Name                                Age                         Position
----                                ---                         --------
<S>                                 <C>                    <C>

James M. Hull                        50                    President and Director

N. Wayne Grovenstein                 33                    Vice-President and Secretary

Deborah Mosley                       48                    Chief Accounting Officer

</TABLE>

James M. Hull has been President and Director of the Managing General Partner
and the Member-Manager of BCIP I & III, LLC since November of 1998. BCIP I &
III, LLC is an affiliate of Hull Storey Retail Group, LLC ("Hull/Storey") Mr.
Hull has acted as Member-Manager of Hull/Storey since December, 1993.

N. Wayne Grovenstein has been Vice-President of the Managing General Partner
since November 1998. Mr. Grovenstein joined Hull/Storey in July 1995 where he
serves as Hull/Storey's Director of Development and Counsel. Prior to joining
Hull/Storey, Mr. Grovenstein was in the private practice of law in Atlanta,
Georgia.

Deborah Mosley has been the Chief Accounting Officer of the Managing General
Partner since November 1998. Ms. Mosley joined Hull/Storey in June 1994 and has
served as Hull/Storey's Chief Accounting Officer since that time.


                                      -30-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 2001,
except for the payment of $84,000 each in attorney fees to attorneys John W.
Gibson, N. Wayne Grovenstein and Tucker, Everitt, Long, Brewton and Lanier, the
Partnership's outside law firm. These legal fees, totaling $252,000, were for
legal work performed for over two years in connection with the Partnership's
successful litigation and settlement for $1,260,000 of the Partnership's claim
against Winn-Dixie for failure to pay its rent as called for under its rental
contract with the Partnership and termination of the Winn-Dixie lease at
Whitehorse Plaza. Mr. Gibson and Mr. Grovenstein are employees of Hull/Storey, a
related party to the Managing General Partner. Mr. Grovenstein is vice-president
of the Managing General Partner.

The Partnership has no plans to pay any remuneration to any director or officer
of the Managing General Partner in the future. However, reimbursements and other
payments have been made to the Partnership's Managing General Partner and its
affiliates, as described in "Item 12. Certain Relationships and Related
Transactions" below.

                                      -31-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of February 29, 2002, there were 552,000 Class A Limited Partnership Units
("Units") and 61,333 units of Class B Limited Partnership Interest
("Subordinated Interest") issued and outstanding. The following table sets forth
certain information, as of February 29, 2002, with respect to the ownership of
Units and units of Subordinated Interest by: (i) any person or group who is
known to the Partnership to be the beneficial owner of more than 5% of either
the Units or units of Subordinated Interest; (ii) the directors and officers of
the Managing General Partner, naming them; and (iii) the directors and officers
of the Managing General Partner as a group.

<TABLE>
<CAPTION>
                                                                                Units of Subordinated
                                                                                ---------------------
                                                    Units(1)                    Interest(1)
                                                    --------                    -----------
                                                     Amount      Percent        Amount      Percent
                                                    --------     -------        ------      ---------
         <S>                                        <C>          <C>            <C>         <C>
         BCIP I & III, LLC
            3632 Wheeler Road, Suite 2
            P.O. Box 204227                              --          --         61,333        100%
            Augusta, Georgia 30917-4227
         All directors and officers of
            The Managing General Partner
            (3 persons) as a group                       --          --             --         --
         MP Value Fund
            C/O Mackenzie Patterson, Inc.
            1640 School Street
            Moraga, CA 94566                         90,101        16.3%            --         --
         Ira Gaines
            3116 E. Shea, PMB 191
            Phoenix, AZ 85028                        85,672        15.5%            --         --
</TABLE>


(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However, Limited
Partners do have limited rights to approve or disapprove certain fundamental
Partnership matters as provided in "Article 7" of the Partnership Agreement.
Transfer of Units is subject to certain restrictions set forth in "Article 9" of
the Partnership Agreement.


                                      -32-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

The following payments were made by the Partnership to affiliates of the
Managing General Partner in 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                                                 2001        2000
<S>                                                                              <C>         <C>

Property management fees                                                         $ 49        $ 77

Reimbursement for services of affiliates                                         $ 13        $ 29

Lease commissions for new leases                                                 $  5        $ 24

Commissions and legal fees paid in connection with the termination of
     leases, settlement of litigation and sale of Whitehorse Plaza,
     as detailed below                                                           $314        $ --
</TABLE>

The following commissions and legal fees were paid to related parties in
connection with the termination of leases, settlement of litigation and sale of
Whitehorse Plaza on November 1, 2001 and are included in the Loss on sale of
Whitehorse Plaza:

<TABLE>
<S>                                                                                       <C>
Commission from the sale of Whitehorse Plaza                                              $  65
Commission from the settlement of the Winn Dixie lease litigation                            38
Commission from the settlement of the Wal-Mart lease termination                             36
Commission from State of South Carolina's condemnation of Highway 25                          2
Legal fee from the settlement of the Winn Dixie lease litigation                            168
Legal fee from State of South Carolina's condemnation of Highway 25                           5
                                                                                          -----

Total of all related party fees and commissions - Sale of Whitehorse Plaza                $ 314
                                                                                          =====
</TABLE>


                                      -33-
<PAGE>

If the Partnership requires additional funds, the General Partner or its
affiliates may, but are not obligated to, lend funds to the Partnership. Any
such loan and any disposition, re-negotiation or other subsequent transaction
involving such loan, shall be made only upon receipt from an independent and
qualified advisor of an opinion letter to the effect that such proposed loan or
disposition, re-negotiation or subsequent transaction is fair and at least as
favorable to the Partnership as a loan to an unaffiliated borrower in similar
circumstances. The advisors compensation must be paid by the General Partner and
is not reimbursable by the Partnership. No such loan has yet been made by the
General Partner.

A commission of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale of each of the Retail Centers, if it performs
substantial services in connection with the sale. Any such commission paid to
the Brunner Management Limited Partnership will be subordinated to the Limited
Partners priority distributions. Total commissions paid will not exceed those
reasonable, customary and competitive in light of the size and location of the
Retail Center sold.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: See Exhibit Index contained herein.

(b) No reports on Form 8-K were filed during the fourth quarter of 2001.


                                      -34-
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                           BRUNNERCOMPANIES INCOME PROPERTIES L.P. I
                           A Delaware Limited Partnership

                                     By: Brunner Management Limited Partnership
                                         Its General Partner

                                     By: 104 Management, Inc.
                                         Its Managing General Partner

                                     By: /s/ James M. Hull
                                         ---------------------------------------
                                         James M. Hull
                                         President and Director

                                   Date: March 29, 2002

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.



/s/ James M. Hull                 President and            Date: March 29, 2002
----------------------------      Director



/s/ Deborah Mosley                Vice President and       Date: March 29, 2002
----------------------------      Chief Accounting
                                  Officer


                                      -35-
<PAGE>

INDEX OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>

3.1               Partnership Agreement of Brunner Companies Income Properties
                  L.P. I (the"Partnership"); incorporated by reference to
                  Exhibit 4.3 to Form 10-Q for the fiscal quarter ended
                  September 30, 1988.

3.2               Certificate of Limited Partnership for the Partnership;
                  incorporated by reference to Exhibit 3.2 to Registration
                  Statement No. 33-20527 on Form S-11.

4.1               Form of Class A limited Partnership Interest Unit Certificate;
                  incorporated by reference to Exhibit 3.1 to Pre-effective
                  Amendment No. 1 to Registration Statement No. 33-20527 on Form
                  S-11.

4.2               Form of Class B Limited Partnership Interest Unit Certificate;
                  incorporated by reference to Exhibit 3.1 to Pre-effective
                  Amendment No. 1 to Registration Statement No. 33-20527 on Form
                  S-11.

10.1              Purchase Agreement for Hitchcock Plaza; incorporated by
                  reference to Exhibit 19.1 to Form 10-Q for the fiscal quarter
                  ended September 30, 1988.

10.2              Purchase Agreement for White Horse Plaza; incorporated by
                  reference to Exhibit 19.2 to Form 10-Q for the fiscal quarter
                  ended September 30, 1988.

10.3              Purchase Agreement for Georgetown Landing; incorporated by
                  reference to Exhibit 19.3 to Form 10-Q for the fiscal quarter
                  ended September 30, 1988.

10.4              Management Agreement for Hitchcock Plaza; incorporated by
                  reference to Exhibit 19.4 to Form 10-Q for the fiscal quarter
                  ended September 30, 1988.

10.5              Management Agreement for White Horse Plaza; incorporated by
                  reference to Exhibit 19.5 to Form 10-Q for the fiscal quarter
                  ended September 30, 1988.
</TABLE>

                                      -36-
<PAGE>

<TABLE>
<S>      <C>
10.6     Management Agreement for Georgetown Landing; incorporated by reference
         to Exhibit 19.6 to Form 10-Q for the fiscal quarter ended September 30,
         1988.

10.7     Promissory Note secured by Mortgage on Hitchcock Plaza, with New York
         Life Insurance Company, as Payee; incorporated by reference to Exhibit
         19.7 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.8     Security Agreement relating to Hitchcock Plaza with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 19.8 to Form 10-Q for the fiscal quarter ended September 30,
         1988.

10.9     Assignment of Lessor's Interest in Lease(s) relating to Hitchcock Plaza
         with New York Life Insurance Company, as Mortgagee/Assignee;
         incorporated by reference to Exhibit 19.9 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.10    Hitchcock Plaza Mortgage with New York Life Insurance Company;
         incorporated by reference to Exhibit 19.10 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.11    Promissory Note secured by Mortgage on White Horse Plaza, with New York
         Life Insurance Company, as Payee; incorporated by reference to Exhibit
         19.11 to Form 10-Q for the fiscal quarter ended September 30, 1988.

10.12    Security Agreement relating to White Horse Plaza with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 19.12 to Form 10-Q for the fiscal quarter ended September 30,
         1988.

10.13    Assignment of Lessor's Interest in Lease(s) relating to White Horse
         Plaza with New York Life Insurance Company, as Mortgagee/Assignee;
         incorporated by reference to Exhibit 19.13 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.14    White Horse Plaza Mortgage with New York Life Insurance Company;
         incorporated by reference to Exhibit 19.14 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.15    Promissory Note secured by Mortgage on Georgetown Landing, with New
         York Life Insurance Company, as Payee; incorporated by
</TABLE>


                                      -37-
<PAGE>
<TABLE>
<S>      <C>
         reference to Exhibit 19.15 to Form 10-Q for the fiscal quarter ended
         September 30, 1988.

10.16    Assignment of Lessor's Interest in Lease(s) relating to Georgetown
         Landing with New York Life Insurance Company, as Mortgagee/Assignee;
         incorporated by reference to Exhibit 19.16 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.17    Security Agreement relating to Georgetown Landing with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 19.17 to Form 10-Q for the fiscal quarter ended September 30,
         1988.

10.18    Georgetown Landing Mortgage with New York Life Insurance Company;
         incorporated by reference to Exhibit 19.18 to Form 10-Q for the fiscal
         quarter ended September 30, 1988.

10.19    Commitment letter between New York Life Insurance Company and MBB
         Development Associates; incorporated by reference to Exhibit 10.7 to
         Registration Statement No. 33-20527 on Form S-11.

10.20    Commitment letter between New York Life Insurance Company and Dayton &
         Associates VII; incorporated by reference to Exhibit 10.8 to
         Registration Statement No. 33-20527 on Form S-11.

10.21    Commitment letter between New York Life Insurance Company and Dayton &
         Associates VII; incorporated by reference to Exhibit 10.9 to
         Registration Statement No. 33-20527 on Form S-11.

10.22    Hitchcock Center Lease with Goody's Family Clothing, Inc.; incorporated
         by reference to Exhibit 10.10 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.23    Hitchcock Center Lease with Franchise Enterprises, Inc.; incorporated
         by reference to Exhibit 10.11 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.24    Hitchcock Center Lease with Key Wholesale Corporation; incorporated by
         reference to Exhibit 10.12 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.
</TABLE>


                                      -38-
<PAGE>

<TABLE>
<S>      <C>
10.25    Side Agreement Regarding Rent Guarantee between MBB Development
         Associates and the Partnership; incorporated by reference to Exhibit
         10.31 to Form 10-K for the fiscal year ended December 31, 1988.

10.26    Release and Termination of Lease between the Partnership and Key
         Wholesalers of Columbia, Inc.; incorporated by reference to Exhibit
         19.1 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.27    Hitchcock Center Lease between the Partnership and Southco, Inc.;
         incorporated by reference to Exhibit 19.2 to Form 10-Q for the fiscal
         quarter ended June 30, 1989.

10.28    Construction Agreement between the Partnership and Gillam & Associates,
         Inc. regarding Southco renovations; incorporated by reference to
         Exhibit 19.3 to Form 10-Q for fiscal quarter ended June 30, 1989.

10.29    Agreement between the Partnership and MBB Development Associates
         regarding Southco renovations; incorporated by reference to Exhibit
         19.4 to Form 10-Q for the fiscal quarter ended June 30, 1989.

10.30    Hitchcock Center Lease with The Kroger Company; incorporated by
         reference to Exhibit 10.13 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.31    Hitchcock Center Lease with K-Mart Corporation; incorporated by
         reference to Exhibit 10.14 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.32    White Horse Plaza Lease with Wal-Mart Stores, Inc.; incorporated by
         reference to Exhibit 10.19 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.33    Amendment to Wal-Mart lease with White Horse Plaza; incorporated by
         reference to Exhibit 19.1 to Form 10-Q for fiscal quarter ended
         September 30, 1989.

10.34    Second Amendment to Wal-Mart lease with White Horse Plaza; incorporated
         by reference to Exhibit 19.2 to Form 10-Q for fiscal quarter ended
         September 30, 1989.
</TABLE>


                                      -39-
<PAGE>

<TABLE>
<S>      <C>
10.35    White Horse Plaza Lease with Winn-Dixie Greenville, Inc.; incorporated
         by reference to Exhibit 10.20 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.36    Georgetown Landing Transfer and Assignment of Lease with Rhonda and
         Leon Detzler; incorporated by reference to Exhibit 10.24 to Pre-
         effective Amendment No. 1 to Registration Statement No. 33-20527 on
         Form S-11.

10.37    Georgetown Landing Lease with Food Lion, Inc.; incorporated by
         reference to Exhibit 10.25 to Pre-effective Amendment No. 1 to
         Registration Statement No. 33-20527 on Form S-11.

10.38    Letter Agreement dated January 14, 1991, amending the Georgetown
         Landing Lease with Coast-to-Coast incorporated by reference to Exhibit
         10.38 to Form 10-K as of fiscal year end December 31, 1990.

10.39    Advisory Agreement made as of September 1, 1991 between Brunner
         Companies Income Properties L.P. I and Insignia GP Corporation and
         Insignia Financial Group, Inc. incorporated by reference to Exhibit
         19.1 to Form 10-Q for the fiscal quarter ended September 30, 1991.

10.40    First Amendment to Advisory Agreement changing effective date from
         September 1, 1991 to October 1, 1991 incorporated by reference to
         Exhibit 19.2 to Form 10-Q for the fiscal quarter ended September 30,
         1991.

10.41    Management Agreement for Georgetown Landing made as of December 1, 1991
         between Brunner Companies Income Properties L.P. and Insignia
         Management Group, L.P. Incorporated by reference to Exhibit 10.41 to
         Form 10-K as of fiscal year end December 31, 1991.

10.42    Management Agreement for White Horse Plaza made as of December 1, 1991
         between Brunner Companies Income Properties L.P. I and Insignia
         Management Group, L.P. Incorporated by reference to Exhibit 10.42 to
         Form 10-K as of fiscal year end December 31, 1991.

10.43    Hitchcock Center Lease with Consolidated Stores Corporation
         incorporated by reference to Exhibit 10.43 to Form 10-K as of fiscal
         year end December 31, 1991.
</TABLE>


                                      -40-
<PAGE>

<TABLE>
<S>      <C>
10.44    Transfer Agent Agreement between Brunner Companies Income Properties
         L.P. I and Insignia GP Corporation incorporated by reference to Exhibit
         10.44 to Form 10-K as of fiscal year end December 31, 1991.

10.45    Letter Agreement amending Georgetown Landing Lease with Coast-to-Coast
         incorporated by reference to Exhibit 10.45 to Form 10-K as of fiscal
         year end December 31, 1991.

10.46    Closing Agreement dated October 16, 1992 showing the acquisition of a
         majority of the outstanding stock of 104 Management, Inc. by IBGP, Inc.
         incorporated by reference to Exhibit 2 to Form 8-K dated March 5, 1993.

10.47    Third loan modification and extension agreement, cross-pledge and
         default agreement, and mortgage amendment agreement relating to
         Hitchcock Plaza effective September 29, 1995 by and between New York
         Life Insurance Company and Brunner Companies Income Properties, L.P. I,
         a Delaware Limited Partnership incorporated by reference to Exhibit
         10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.48    Third loan modification and extension agreement, cross-pledge and
         default agreement, and mortgage amendment agreement relating to
         Whitehorse Plaza effective September 29, 1995 by and between New York
         Life Insurance Company and Brunner Companies Income Properties, L.P. I,
         a Delaware Limited Partnership incorporated by reference to Exhibit
         10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.49    Third loan modification and extension agreement, cross-pledge and
         default agreement, and mortgage amendment agreement relating to
         Georgetown Landing effective September 29, 1995 by and between New York
         Life Insurance Company and Brunner Companies Income Properties, L.P. I,
         a Delaware Limited Partnership incorporated by reference to Exhibit
         10.47 to Form 10-QSB for the fiscal quarter ended September 30, 1995.

10.50    Modification Agreement relating to Hitchcock Plaza with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 10.50 to Form 10-KSB for the fiscal year ended December 31,
         1998.
</TABLE>


                                      -41-
<PAGE>

<TABLE>
<S>      <C>

10.51    Modification Agreement relating to White Horse Plaza with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 10.51 to Form 10-KSB for the fiscal year ended December 31,
         1998.

10.52    Modification Agreement relating to Georgetown Plaza with New York Life
         Insurance Company, as Secured Party; incorporated by reference to
         Exhibit 10.52 to Form 10-KSB for the fiscal year ended December 31,
         1998.

10.53    Loan Modification Agreement dated December 29, 1999 relating to
         Hitchcock Plaza with New York Life Insurance Company, as Secured Party;
         incorporated by reference incorporated by reference to Exhibit 10.53 to
         Form 10-KSB for the fiscal year ended December 31, 1999.

10.54    Loan Modification Agreement dated December 29, 1999 relating to White
         Horse Plaza with New York Life Insurance Company, as Secured Party;
         incorporated by reference to Exhibit 10.54 to Form 10-KSB for the
         fiscal year ended December 31, 1999.

10.55    Loan Modification Agreement dated December 29, 1999 relating to
         Georgetown Plaza with New York Life Insurance Company, as Secured
         Party; incorporated by reference to Exhibit 10.55 to Form 10-KSB for
         the fiscal year ended December 31, 1999.

10.56    Loan Modification Agreement, dated June 29, 2000 relating to Georgetown
         Square, with New York Life Insurance Company as Secured Party;
         incorporated by reference to Exhibit 10.56 to Form 10-QSB for the
         fiscal quarter ended September 30, 2000

10.57    Loan Modification Agreement, dated June 29, 2000 relating to Whitehorse
         Plaza, with New York Life Insurance Company as Secured Party;
         incorporated by reference to Exhibit 10.57 to Form 10-QSB for the
         fiscal quarter ended September 30, 2000.

10.58    Loan Modification Agreement, dated June 29, 2000 relating to Hitchcock
         Plaza, with New York Life Insurance Company as Secured Party;
         incorporated by reference to Exhibit 10.58 to Form 10-QSB for the
         fiscal quarter ended September 30, 2000.

10.59    Loan Modification Agreement, dated June __, 2001, effective May 10,
         2001, relating to Georgetown Square, with New York Life Insurance
         Company as Secured Party; incorporated by reference to Form 10-QSB for
         the fiscal quarter ended September 30, 2001.
</TABLE>


                                      -42-
<PAGE>

<TABLE>
<S>      <C>

10.60    Loan Modification Agreement, dated June __, 2001, effective May 10,
         2001, relating to Whitehorse Plaza, with New York Life Insurance
         Company as Secured Party; incorporated by reference to Form 10-QSB for
         the fiscal quarter ended September 30, 2001.

10.61    Loan Modification Agreement, dated June __, 2001, effective May 10,
         2001, relating to Hitchcock Plaza, with New York Life Insurance Company
         as Secured Party; incorporated by reference to Form 10-QSB for the
         fiscal quarter ended September 30, 2001.

10.62    Lease Termination Agreement, dated August 31, 2001, relating to
         Whitehorse Plaza, with Winn-Dixie Charlotte, Inc.; incorporated by
         reference to Form 10-QSB for the fiscal quarter ended September 30,
         2001.

10.63    Lease Termination Agreement, dated October 15, 2001, relating to
         Whitehorse Plaza, with Wal-Mart Real Estate Business Trust;
         incorporated by reference to Form 10-QSB for the fiscal quarter ended
         September 30, 2001.

10.64    First Amendment to Lease Termination Agreement, dated October 31, 2001,
         relating to Whitehorse Plaza, with Wal-Mart Real Estate Business Trust;
         incorporated by reference to Form 10-QSB for the fiscal quarter ended
         September 30, 2001.

10.65    Promissory Note dated October 31, 2001, relating to Whitehorse Plaza,
         to New York Life Insurance Company; incorporated by reference to Form
         10-QSB for the fiscal quarter ended September 30, 2001.

10.66    Contract For Purchase and Sale of Commercial Real Estate, dated
         September 27, 2001, relating to the sale of Whitehorse Plaza, with NTD
         Realty Investments, LLC; incorporated by reference to Form 10-QSB for
         the fiscal quarter ended September 30, 2001.

10.67    Contract For Purchase and Sale of Commercial Real Estate, dated
         January 8, 2002, relating to the sale of Georgetown Landing, with
         Joseph L. Tamsberg, Jr.
</TABLE>


                                      -43-