Code of Ethics
                          for Senior Financial Officers
                       and the Principal Executive Officer
                                       of

                     THE NEWKIRK MASTER LIMITED PARTNERSHIP


                                       1
<PAGE>

The Newkirk Master Limited Partnership (the "Partnership") is committed to
conducting its business in compliance with all the applicable laws and
regulations of the countries in which it operates and in accordance with high
standards of business conduct. The Partnership strives to maintain the highest
standard of accuracy, completeness and disclosure in its financial dealings,
records and reports. These standards serve as the basis for managing the
Partnership's business, for meeting the Partnership's duties to its shareholders
and for maintaining compliance with financial reporting requirements. All of the
Partnership's financial executives(1) must agree to comply with the following
principles, and the Chief Executive Officer, in his capacity as the
Partnership's principal executive officer, to whom all senior financial officers
ultimately report, will promote and support this Code of Ethics, and, to the
extent consistent with his or her duties and responsibilities, comply with the
following principles:

      Each senior financial officer of the Partnership will adhere to and
advocate the following principals and responsibilities governing his or her
professional and ethical conduct, each to the best of his or her knowledge and
ability:

1.    Act with honesty and integrity and in an ethical manner, avoiding actual
      or apparent conflicts of interest in personal and professional
      relationships.

2.    Promptly disclose to the Partnership, through the Chief Financial Officer,
      any material transaction or relationship that reasonably could be expected
      to give rise to a conflict of interest between personal and professional
      relationships.

3.    Provide constituents with information that is accurate, complete,
      objective, relevant, timely and understandable.

4.    Comply with the rules and regulations of federal, state, provincial and
      local governments and other appropriate and private and public regulatory
      agencies.

5.    Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing his or herindependent
      judgment to be subordinated.

6.    Use good business judgment in the processing and recording of all
      financial transactions.

7.    Respect the confidentiality of information acquired in the course of the
      Partnership's business, except when authorized or otherwise legally
      obligated to disclose such information, and not use confidential
      information acquired in the course of work for personal advantage.

8.    Share knowledge and maintain skills important and relevant to his or her
      constituents' needs.

----------
(1)   All references herein to the Chief Executive Officer, Chief Financial
      Officer, or senior financial officers of the Partnership shall refer to
      those persons performing similar functions for the Partnership as the
      holder of such title would typically perform.

                                       2
<PAGE>

9.    Promote ethical behavior among constituents in the work environment.

10.   Achieve responsible use of and control over all assets and resources
      employed or entrusted to him or her.

11.   Comply with generally accepted accounting standards and practices, rules,
      regulations and controls.

12.   Ensure that accounting entries are promptly and accurately recorded and
      properly documented and that no accounting entry intentionally distorts or
      disguises the true nature of any business transaction.

13.   Maintain books and records that fairly and accurately reflect the
      Partnership's business transactions.

14.   Sign only those documents that he or she believes to be accurate and
      truthful.

15.   Devise, implement and maintain sufficient internal controls to assure that
      financial record keeping objectives are met.

16.   Prohibit the establishment of any undisclosed or unrecorded funds or
      assets for any purpose and provide for the proper and prompt recording of
      all disbursements of funds and all receipts.

17.   Not knowingly be a party to any illegal activity or engage in acts that
      are discreditable to his or her profession or the Partnership.

18.   Respect and contribute to the legitimate and ethical objectives of the
      Partnership.

19.   Engage in only those services for which he or she has the necessary
      knowledge, skill and expertise.

20.   Not make, or tolerate to be made, false or artificial statements or
      entries for any purpose in the books and records of the Partnership or in
      any internal or external correspondence, memoranda, or communication of
      any type, including telephone or wire communications.

21.   Report to the Partnership, through the Chief Financial Officer, any
      situation where the Code of Ethics, the Partnership's standards or any
      applicable laws are being violated.


                                       3
<PAGE>

I acknowledge that it is my responsibility to report to the Partnership any
situation where the Partnership's standards or the laws are being violated. I
further acknowledge that failure to comply with this Code of Ethics will not be
tolerated by the Partnership and that deviations therefrom or violations thereof
will result in serious reprimand by the Partnership, including but not limited
to immediate dismissal.


                                                     ---------------------------
                                                     Name:
                                                     Title:

Date:


                                       4