SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              -----------------------------------------------------

                                   SCHEDULE TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                NTS-Properties V
                       (Name of Subject Company (issuer))

                      NTS-Properties V (Offeror and Issuer)
                   ORIG, LLC (Offeror and Affiliate of Issuer)
                  J.D. Nichols (Bidder and Affiliate of Issuer)
                 Brian F. Lavin (Bidder and Affiliate of Issuer)
(Names of Filing Persons(identifying status as offeror, issuer or other person))

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                    62942E308
                      (CUSIP Number of Class of Securities)

                    J.D. Nichols, Managing General Partner of
                 NTS-Properties Associates V and Managing Member
                                  of ORIG, LLC
                             10172 Linn Station Road
                           Louisville, Kentucky 40223
                                 (502) 426-4800
            (Name, address and telephone number of person authorized
               to receive notices and communications on behalf of
                                 filing persons)

                                    Copy to:

                             Michael J. Choate, Esq.
                             Shefsky & Froelich Ltd.
                      444 North Michigan Avenue, Suite 2500
                             Chicago, Illinois 60611
                                 (312) 836-4066

Calculation of Filing Fee
--------------------------------------------------------------------------------
|     Transaction Valuation: $46,000     |         Amount of Filing Fee        |
|   200 Limited Partnership Interests    |              $9.20 (b)              |
|     at $230.00 per Interest (a)        |
--------------------------------------------------------------------------------
(a)      Calculated as the aggregate maximum purchase price for limited
         partnership interests.
(b)      Calculated as 1/50th of 1% of the Transaction Value.
[ ]      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or Schedule and the date of its filing.
         Amount Previously Paid:  ______________________________  Not Applicable
         Form or Registration No.: _____________________________  Not Applicable
         Filing Party:     _____________________________________  Not Applicable
         Date Filed:       _____________________________________  Not Applicable
[ ]      Check box if the filing relates  solely to  preliminary  communications
         made before the  commencement of a tender offer.  Check the appropriate
         boxes  below to  designate  any  transactions  to which  the  statement
         relates:
         [X]    third-party tender offer subject to rule 14d-1.
         [X]    issuer tender offer subject to rule 13e-4.
         [ ]    going private transaction subject to Rule 13e-3.
         [ ]    amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



<PAGE>



         This  Schedule TO relates to an Offer to Purchase  dated  September 22,
2000 (the "Offer") by  NTS-Properties  V, a Maryland  limited  partnership  (the
"Partnership") and ORIG, LLC ("ORIG"),  a Kentucky limited liability company and
affiliate  of  the  Partnership  (each  an  "Offeror"  and   collectively,   the
"Offerors"),  to  purchase  up to  200  limited  partnership  interests  in  the
Partnership.  Information  in the Offer to  Purchase is  incorporated  herein by
reference.

Item 2.  Subject Company Information

         (a) The name of the  subject  company is  NTS-Properties  V, a Maryland
limited partnership.  The Partnership's  principal executive offices are located
at 10172 Linn Station Road, Louisville,  Kentucky 40223 and its telephone number
is (502) 426-4800.

         (b) The subject class of equity  securities is the limited  partnership
interests  ("Interests")  in  the  Partnership.  As  of  August  31,  2000,  the
Partnership had 30,626 outstanding Interests held by 2,001 holders of record.

         (c) There is currently no established trading market for the Interests.

Item 3. Identity and Background of Filing Persons.

         (a) The  Partnership  is both the subject  company and a Filing Person.
The remaining  Filing  Persons are ORIG,  J.D.  Nichols and Brian F. Lavin.  Mr.
Nichols and Mr. Lavin are the  managing  members of ORIG and  affiliates  of the
Partnership,  by virtue of the relationships  described in the table below. Each
of the Filing  Persons  are  considered  Bidders as that term is defined in Rule
14d-1(g)(2)  of the  Securities  Exchange Act of 1934 (the "Act"),  but only the
Offerors  will purchase  Interests  pursuant to the Offer.  The following  table
names each  person  specified  in  Instruction  C to Schedule  TO. The  business
address and telephone  number of each person specified in the following table is
10172 Linn Station Road, Louisville, Kentucky 40223, (502) 426-4800.



        Name                    Position / Relationship to Subject Company
        ----                    ------------------------------------------
NTS-Properties Associates V    General Partner of the Partnership

NTS Capital Corporation        Corporate General Partner of NTS-Properties
                               Associates V

NTS Corporation                Sole Shareholder of NTS Capital Corporation



                                        2

<PAGE>


J.D. Nichols                   Chairman of the Board and Sole Director of NTS
                               Capital Corporation and NTS Corporation,
                               Managing General Partner of NTS-Properties
                               Associates V and Managing Member of ORIG, LLC

Brian F. Lavin                 President and Chief Operating Officer of NTS
                               Capital Corporation and NTS Corporation and
                               Managing Member of ORIG, LLC

Gregory A. Wells               Senior Vice President and Chief Financial Officer
                               of NTS Capital Corporation and NTS Corporation

         (b) The  principal  business of ORIG is to invest in entities  that own
commercial and residential real estate. During the past five years, ORIG has not
been the subject of any criminal  proceedings.  During the past five years, ORIG
was not a party to a judicial or  administrative  proceeding  that resulted in a
judgment,  decree or final order enjoining future  violations of, or prohibiting
activities  subject  to,  federal  or  state  securities  laws  or  finding  any
violations of such laws.

         NTS-Properties  Associates V, a Kentucky  limited  partnership,  is the
general partner of the Partnership (the "General Partner"). During the past five
years, the General Partner has not been the subject of any criminal proceedings.
During the past five years, the General Partner was not a party to a judicial or
administrative  proceeding  that  resulted in a judgment,  decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.

         NTS  Capital  Corporation,  a Kentucky  corporation,  is the  corporate
general partner of the General Partner.  During the past five years, NTS Capital
Corporation  has not been the subject of any  criminal  proceedings.  During the
past five  years,  NTS  Capital  Corporation  was not a party to a  judicial  or
administrative  proceeding  that  resulted in a judgment,  decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.

         NTS Corporation, a Kentucky corporation, is the sole shareholder of NTS
Capital  Corporation.  During the past five years,  NTS Corporation has not been
the  subject  of any  criminal  proceedings.  During  the past five  years,  NTS
Corporation  was not a party to a judicial  or  administrative  proceeding  that
resulted in a judgment, decree or final order enjoining future violations of, or
prohibiting  activities  subject to, federal or state securities laws or finding
any violations of such laws.



                                        3

<PAGE>



         (c)      J.D. Nichols:
                  -------------

                    (1)-(2)  During the past 5 years,  Mr. Nichols has served as
          Chairman of the Board of Directors of NTS Development  Company, a real
          estate  development  corporation and a wholly-owned  subsidiary of NTS
          Corporation.  Mr.  Nichols is the Chairman of the Board of NTS Capital
          Corporation, the corporate general partner of the General Partner. Mr.
          Nichols  is the  Chairman  of the Board of NTS  Corporation,  the Sole
          Shareholder of NTS Capital  Corporation and NTS  Development  Company.
          Mr. Nichols also serves as the managing general partner of the General
          Partner,  and  is a  managing  member  of  ORIG.  The  address  of NTS
          Development  Company,  NTS Capital  Corporation,  NTS  Corporation and
          NTS-Properties  Associates V is 10172 Linn Station  Road,  Louisville,
          Kentucky 40223.

                    (3) Mr.  Nichols  has not been the  subject of any  criminal
          proceedings.

                    (4) During the past five years,  Mr. Nichols was not a party
          to  a  judicial  or  administrative  proceeding  that  resulted  in  a
          judgment,  decree or final order  enjoining  future  violations of, or
          prohibiting activities subject to, federal or state securities laws or
          finding any violations of such laws.

                  (5)      Mr. Nichols is a citizen of the United States.

                  Brian F. Lavin:
                  ---------------

                    (1)-(2)  Since  February,  1999,  Mr.  Lavin  has  served as
          President and Chief Operating Officer of NTS Development  Company, NTS
          Capital  Corporation  and NTS  Corporation.  From July,  1997  through
          February,  1999,  Mr. Lavin served as Executive  Vice President of NTS
          Development Company and NTS Capital  Corporation.  Mr. Lavin is also a
          managing member of ORIG. The address of NTS Development  Company,  NTS
          Capital Corporation,  NTS Corporation and the General Partner is 10172
          Linn Station Road,  Louisville,  Kentucky 40223.  Prior to July, 1997,
          Mr. Lavin served as the  Executive  Vice  President of Paragon  Group,
          Inc. The address of Paragon Group, Inc., is 7557 Rambler Road, Dallas,
          Texas, 75231.

                    (3) Mr.  Lavin  has not been  the  subject  of any  criminal
          proceedings.

                    (4) During the past five years, Mr. Lavin was not a party to
          a judicial or  administrative  proceeding that resulted in a judgment,
          decree or final order enjoining  future  violations of, or prohibiting
          activities subject to, federal or state securities laws or finding any
          violations of such laws.

                  (5)      Mr. Lavin is a citizen of the United States.




                                        4

<PAGE>



                  Gregory A. Wells:
                  -----------------

                    (1)-(2)  Since July,  1999,  Mr.  Wells has served as Senior
          Vice President and Chief Financial Officer of NTS Development Company,
          NTS  Capital  Corporation  and NTS  Corporation.  The  address  of NTS
          Development  Company,  NTS Capital  Corporation and NTS Corporation is
          10172 Linn Station Road,  Louisville,  Kentucky 40223.  From May, 1998
          through July,  1999,  Mr. Wells served as Chief  Financial  Officer of
          Hokanson Companies, Inc. From January, 1995 until May, 1998, Mr. Wells
          served as Vice President and Treasurer of Hokanson  Construction.  The
          principal  business  of  Hokanson   Construction  is  construction  of
          commercial  buildings and  residences  and the  principal  business of
          Hokanson  Companies,  Inc.  is  property  management.  The  address of
          Hokanson  Construction  and  Hokanson  Companies,  Inc.  is 107  North
          Pennsylvania Street, Indianapolis, Indiana 46204.

                    (3) Mr.  Wells  has not been  the  subject  of any  criminal
          proceedings.

                    (4) During the past five years, Mr. Wells was not a party to
          a judicial or  administrative  proceeding that resulted in a judgment,
          decree or final order enjoining  future  violations of, or prohibiting
          activities subject to, federal or state securities laws or finding any
          violations of such laws.

                  (5)      Mr. Wells is a citizen of the United States.

Item 5. Past contracts, transactions, negotiations and agreements.

         (a) NTS  Development  Company,  an  affiliate  of the General  Partner,
directs the  management of the  Partnership's  properties  pursuant to a written
agreement (the "Management  Agreement")  between NTS Development Company and the
Partnership. Under the Management Agreement, NTS Development Company establishes
rental  policies  and  rates and  directs  the  marketing  activity  of  leasing
personnel.   It  also  coordinates  the  purchase  of  equipment  and  supplies,
maintenance activity and the selection of all vendors, suppliers and independent
contractors.

         Under  the  Management  Agreement,  the  Partnership  agreed to pay NTS
Development  Company  a  management  fee is equal to 5% of gross  revenues  from
residential properties and 6% of gross revenues from commercial properties. Also
under the Management  Agreement,  the Partnership  agreed to pay NTS Development
Company  a repair  and  maintenance  fee equal to 5.9% of costs  incurred  which
relate to capital improvements. The Partnership paid NTS Development Company the
following  fees for the six months  ended  June 30,  2000 and for the year ended
December 31,  1999.  These  charges  include  items which have been  expensed as
operating expenses - affiliated or professional and administrative  expenses and
items which have been  capitalized  as other  assets or as land,  buildings  and
amenities.



                                        5

<PAGE>




                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00              12/31/99
                                        --------              --------
        Property
        Management
        Fee                             $114,319              $221,467

        Repair and
        Maintenance Fee                  $81,838               $39,684
                                         -------               -------

                                        $196,157              $261,151
                                        ========              ========

         The Management  Agreement also requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses of NTS  Development  Company in  connection  with the  operation of the
properties,  including the cost of goods and materials used for and on behalf of
the  Partnership,  and to reimburse  NTS  Development  Company for the salaries,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.  The  Partnership  also paid NTS  Development  Company the  following
amounts for expenses,  in addition to the fees described in the preceding table,
for the six months ended June 30, 2000 and for the year ended December 31, 1999.
These charges  included  items which have been expensed as operating  expenses -
affiliated or professional and administrative expenses and items which have been
capitalized as other assets or as land, building and amenities.



                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00                  1999
                                        --------                  ----

        Leasing                        $ 103,839              $261,757

        Administrative                   101,775               266,390

        Property
        Management
        Costs                            147,625               226,104

        Other                              2,564                 7,211
                                           -----                 -----

                                        $355,803              $761,462
                                        ========              ========

         The  initial  term of the  Management  Agreement  was five  years,  and
thereafter for succeeding one-year periods, unless canceled by either party upon
sixty  days  written  notice.  As of the  date of  this  Offer,  the  Management
Agreement is still in effect.



                                        6

<PAGE>



         In connection  with the  retirement of Richard L. Good, the former Vice
Chairman of NTS Capital Corporation,  and under an agreement dated as of January
1, 1999, JDN Financial Holdings, LLC, a Delaware limited liability company owned
by J.D.  Nichols,  acquired  the equity  interests of Richard L. Good in various
entities  affiliated  with the  Partnership,  including  NTS  Corporation,  NTS-
Properties  Associates VI,  NTS-Properties  Associates VII,  NTS-Properties Plus
Associates,  and  interests  in  private  limited  partnerships  with  ownership
interests  in real  estate.  In  consideration  for his equity  interests in the
foregoing entities, Richard L. Good received (i) monetary consideration equal to
his salary  and bonus in the  amount of  approximately  $529,000,  (ii)  various
promissory notes in the net amount of approximately $1,600,000,  payable monthly
through  February 29, 2012 at the current  interest rate of 5.09% per annum, and
(iii)  equity  interests  in real and personal  property,  including  50% of the
equity  interest in National  Aquatics,  Inc. and 70% of the equity  interest in
NTS/Sabal Office Limited Partnership.

         On February  25,  2000,  Mr.  Nichols  made a capital  contribution  of
$100,000 to NTS Financial  Partnership,  a Kentucky  general  partnership  ("NTS
Financial") and an affiliate of the Partnership.

         On September 17, 1999,  Mr.  Nichols  received a return of capital from
NTS  Financial  in the amount of $50,000,  and used such funds to make a capital
contribution  to ORIG. On February 25, 2000,  Mr.  Nichols  received a return of
capital from NTS  Financial  in the amount of  $100,000,  and used such funds to
make a capital contribution to ORIG.

          In the past two years, Mr. Nichols has received the following  returns
of capital from NTS  Financial  on the dates set forth in the table  below.  Mr.
Nichols used these funds to pay third party obligations.


                                           Return of
        Date                                 Capital
        ----                                 -------
        June 30, 2000                       $119,155

        March 29, 2000                      $165,000

        January 5, 2000                     $164,122

        October 18, 1999                    $100,000

        October 15, 1999                    $225,739

        June 30, 1999                       $119,155

         In the past two years,  Mr. Nichols has received the following  returns
of capital from NTS  Financial  on the dates set forth in the table  below.  Mr.
Nichols  used such  funds to make a  capital  contribution  to ORIG to  purchase
limited partnership interests in the entities listed below.



                                        7

<PAGE>




                     Return of
Date                   Capital          Limited Partnership
----                   -------          -------------------

January 4, 2000       $220,000          The Partnership

December 28, 1999     $320,000          NTS-Properties VI

December 21, 1999     $191,750          NTS-Properties VII, Ltd.

December 15, 1999     $404,897          The Partnership and NTS-Properties IV

October 7, 1999       $852,000          NTS-Properties VII, Ltd.

April 5, 1999         $109,000          NTS-Properties III

March 11, 1999        $ 96,000          NTS-Properties IV

February 24, 1999     $137,000          NTS-Properties IV

March 11, 1999        $ 96,000          NTS-Properties VII, Ltd.


         In the past two years,  Mr.  Nichols has also  received  the  following
funds  from  NTS  Financial,  which  were  not a  return  of  capital,  but were
undistributed profits from private affiliates of NTS Financial. These funds were
used to pay taxes.


        Date                                 Distribution
        ----                                 ------------
        January 18, 2000                       $251,000

        April 19, 1999                         $715,000

        January 1, 1999                        $297,500

        January 1, 1999                        $ 56,000

          Since January 1, 1998, Mr. Nichols has personally  guaranteed  various
loans made to various publicly and privately-held affiliates of the Partnership.
As of August 31, 2000, Mr. Nichols had outstanding  personal guaranties totaling
approximately   $27,198,000.   Mr.   Nichols  has   guaranteed  the  payment  of
approximately  $215,000 of notes  payable of NTS  Corporation.  Mr.  Nichols has
guaranteed  the  payment  of  approximately  $17,700,000  of  loans  of  various
affiliates.  In  October,  1998,  Mr.  Nichols  and Mr.  Lavin  each  personally
guaranteed  $3,250,000  of a loan  made  to a  privately-held  affiliate  of the
Partnership secured by a property,  the book value of which is $10,000,000.  Mr.
Nichols also guaranteed, as an indemnitor, that the conditions of certain surety
bonds will be met. The  outstanding  commitments of the surety bonds  aggregated
$3,283,000 at December 31, 1999. In December,  1999,  Mr.  Nichols and Mr. Lavin
each personally guaranteed a



                                        8

<PAGE>



$2,000,000  loan to ORIG  from  Community  Trust  Bank,  N.A.  in the  following
amounts:  (1)  Mr.  Nichols  guaranteed  75%  of all  indebtedness  of  ORIG  or
$1,500,000,  whichever  is  less;  and  (2)  Mr.  Lavin  guaranteed  25%  of all
indebtedness of ORIG or $500,000,  whichever is less. This loan was repaid using
the  proceeds  of a  $6,000,000  loan to ORIG from the Bank of  Louisville.  Mr.
Nichols  and Mr.  Lavin  each  personally  guaranteed  up to  $6,000,000  of the
obligations under the loan from the Bank of Louisville for which each of them is
jointly and severally liable.

         In addition to the guaranties  described  above,  on March 31, 1989 NTS
Guaranty  Corporation,  owned  100%  by  Mr.  Nichols  and an  affiliate  of the
Partnership,  guaranteed certain  obligations of NTS Mortgage Income Fund, which
is also an affiliate of the  Partnership.  On September  20, 1988,  Mr.  Nichols
issued a $10,000,000 demand note to NTS Guaranty Corporation,  which may be used
to satisfy the guaranty.  The obligations of NTS Guaranty  Corporation under the
guaranty are expressly  limited to the assets of NTS Guaranty  Corporation,  its
ability to draw upon the  $10,000,000  demand note and Mr.  Nichols'  ability to
answer the demand.

         (b) During the past two years,  ORIG has  participated  in joint tender
offers  with  (i)  the  Partnership  to  purchase  Interests  and  (ii)  limited
partnerships  that are  affiliates  of the  Partnership  to purchase the limited
partnership interests of those partnerships.  The following table sets forth the
results of these tender offers:

<TABLE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
December        NTS-                   $250             729          500               229
31, 1998        Properties III

December        NTS-                   $250             938          500               438
8, 1999         Properties III

February        NTS-                   $205           1,259          600               659
19, 1999        Properties IV

December        NTS-                   $205           2,245          500             1,745
8, 1999         Properties IV

February        The                    $205           2,458          600             1,858
5, 1999         Partnership

December        The                    $230(*)        1,196          250               946
31, 1999        Partnership


                                        9

<PAGE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
January         NTS-                   $350            2,103           750           1,353
18, 1999        Properties VI

September       NTS-                   $370            2,801           500           2,301
30, 1999        Properties VI

December        NTS-                   $380            1,085           250             835
23, 1999        Properties VI

August          NTS-                   $380            3,685           100           3,585
15, 2000        Properties VI

March           NTS-                   $6             25,794        10,000          15,794
12, 1999        Properties VII,
                Ltd.

November 30,    NTS-                   $6             41,652        10,000          31,652
1999            Properties VII,
                Ltd.

August 15,      NTS-                   $6             39,220         2,500          36,720
2000            Properties VII,
                Ltd.

</TABLE>


Mr. Nichols disclaims beneficial ownership of 10% of all of the Interests in the
Partnership  that are owned by ORIG,  and  disclaims  10% of all of the  limited
partnership  interests in limited  partnerships  affiliated with the Partnership
that are owned by ORIG.

Mr. Lavin disclaims  beneficial  ownership of 90% of all of the Interests in the
Partnership  that are owned by ORIG,  and  disclaims  90% of all of the  limited
partnership  interests in limited  partnerships  affiliated with the Partnership
that are owned by ORIG.

* The original  offering price was $215 per interest which was increased to $230
per interest on December 20, 1999.

         In addition to the above tender offers involving ORIG, on September 30,
1999, the Partnership  purchased 2,523 Interests from limited  partners for $205
per interest pursuant to an offer to purchase Interests.



                                       10

<PAGE>



          The  Partnership's  affiliates,   BKK  Financial,   Inc.,  an  Indiana
corporation  ("BKK")  and Ocean  Ridge  Investments,  Ltd.,  a  Florida  limited
partnership  ("Ocean  Ridge") have  purchased  Interests  from time to time. Mr.
Nichols' wife, Barbara Nichols,  is the sole limited partner of Ocean Ridge. BKK
is the general partner of Ocean Ridge. Since November, 1994, Ocean Ridge and BKK
purchased 2,632 Interests at prices ranging from $112 to $160 per Interest.  All
of these Interests are currently owned by Ocean Ridge. Mr. Nichols and Mr. Lavin
disclaim  beneficial  ownership of each of these Interests.  The General Partner
owns five Interests.  Mr. Nichols and Mr. Lavin disclaim beneficial ownership of
each of these Interests.

         ORIG purchased  Interests in the Partnership and also purchased limited
partnership  interests in limited  partnerships  affiliated with the Partnership
pursuant to an Agreement,  Bill of Sale and Assignment  dated February 10, 2000,
by and  among  ORIG and  four  investors  in the  Partnership  and  partnerships
affiliated  with the  Partnership  (the "Purchase  Agreement")  for an aggregate
purchase  price of  $900,000.  ORIG paid  these  investors  a premium  above the
purchase price previously offered for limited partnership  interests pursuant to
prior tender offers because this purchase allowed ORIG to purchase a substantial
number of  limited  partnership  interests  without  incurring  the  significant
expenses involved with a tender offer. Pursuant to the Purchase Agreement,  ORIG
purchased the following  Interests in the  Partnership  and limited  partnership
interests in limited partnerships affiliated with the Partnership:

o        An aggregate of 1,604  Interests in the  Partnership  from three of the
         investors for total  consideration of $425,949,  or an average price of
         $265.55 per Interest.

o        An aggregate of 135 limited partnership interests in NTS-Properties III
         from two of the investors  for total  consideration  of $38,676,  or an
         average price of $286.49 per interest

o        An aggregate of 565 limited partnership  interests in NTS-Properties IV
         from three of the investors for total consideration of $136,629,  or an
         average price of $241.82 per interest.

o        An aggregate of 675 limited partnership  interests in NTS-Properties VI
         from two of the  investors  for total  consideration  of  $281,128,  or
         $416.49 per interest.

o        An aggregate of 2,251 Interests in NTS-Properties VII, Ltd. from one of
         the investors for total  consideration of $15,082,  or an average price
         of $6.70 per Interest.

o        An aggregate of 2,536 limited  partnership  interests in NTS-Properties
         Plus,  Ltd.,  from three of the  investors for total  consideration  of
         $2,536 or an average purchase price of $1.00 per interest.



                                       11

<PAGE>



Item 6.  Purposes of the transaction and plans or proposals.

          (c)(1)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation, Mr. Nichols nor Mr. Lavin has any plans or proposals that relate to
or would result in an  extraordinary  corporate  transaction,  such as a merger,
reorganization or liquidation involving the Partnership.

          (c)(2)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that  relate  to or would  result  in an any  purchase,  sale or  transfer  of a
material amount of assets of the Partnership.

          (c)(3)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that  relate  to  or  would  result  in  any  material  change  in  the  present
distribution policy or indebtedness or capitalization of the Partnership.

          (c)(4)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation, Mr. Nichols nor Mr. Lavin has any plans or proposals that relate to
or would result in any other material change in the Partnership's management.

          (c)(5)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that relate to or would result in any other material change in the Partnership's
structure or business.

          (c)(6) Item (c)(6) of this Item 6 is not applicable to the Partnership
because its securities are not listed on a national  securities exchange and are
not authorized to be quoted on an inter-dealer  quotation system of a registered
national securities association.

          (c)(7)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that  relate  to or  would  result  in a  class  of  equity  securities  of  the
Partnership  becoming  eligible  for  termination  of  registration  pursuant to
Section 12(g)(4) of the Act.

          (c)(8)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that relate to or would result in the suspension of the Partnership's obligation
to file reports under Section 15(d) of the Act.

          (c)(9)  Neither  the  Offerors,   the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that relate to or would result in the  acquisition  by any person of  additional
Interests  of  the   Partnership,   or  the  disposition  of  Interests  of  the
Partnership.

          (c)(10)  Neither  the  Offerors,  the  General  Partner,  NTS  Capital
Corporation,  Mr. Nichols nor Mr. Lavin has any plans, proposals or negotiations
that  relate to or would  result in any changes in the  Partnership's  governing
instruments that could impede the acquisition or control of the Partnership.



                                       12

<PAGE>



Item 8.  Interest in securities of the subject company.

         (a) Each of the  affiliates  beneficially  own  7,198,  or 23.5% of the
outstanding Interests, (i) 4,561 of which are owned by ORIG, (ii) 2,632 of which
are  owned by Ocean  Ridge,  and (iii)  five of which  are owned by the  General
Partner. ORIG disclaims beneficial ownership of 2,637 of these Interests.  Ocean
Ridge disclaims  beneficial  ownership of 4,566 of these Interests.  The General
Partner disclaims beneficial ownership of 7,193 of these Interests.  Mr. Nichols
disclaims beneficial ownership of 3,093 of these Interests.  Mr. Lavin disclaims
beneficial  ownership of 6,742 of these Interests.  The address of each of these
persons is 10172 Linn Station Road, Louisville, Kentucky 40223.

Item 9. Persons/assets, retained, employed, compensated or used.

         None.

Item 11.  Additional information.

         (a)      None.
         (b)      None.

Item 12.  Material to be filed as Exhibits.

         (a)(1)   Form of Offer to Purchase dated  September 22, 2000 (including
                  financial statements giving pro forma effect of the Offer).
         (a)(2)   Form of Letter of Transmittal.
         (a)(3)   Form of Affidavit and Indemnification Agreement for Missing
                  Certificate(s)of Ownership.
         (a)(4)   Form of Letter to Limited Partners.
         (a)(5)   Substitute Form W-9 with Guidelines.
         (b)      Loan Agreement dated August 15, 2000, between ORIG, LLC and
                  the Bank of Louisville.
         (d)      None.
         (g)      None.
         (h)      None.

Item 13.  Information required by Schedule 13E-3.

         Not Applicable.



                                       13

<PAGE>



                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:    September 22, 2000     NTS-PROPERTIES V, a Maryland limited partnership

                                By:      NTS-PROPERTIES ASSOCIATES V
                                         General Partner

                                By:      /s/ J.D. Nichols
                                         ---------------------------------------
                                         J.D. Nichols, Managing General Partner

                                ORIG, LLC, a Kentucky limited liability company.

                                By:      /s/ J.D. Nichols
                                         ---------------------------------------
                                         J.D. Nichols, Managing Member



                                         /s/ J.D. Nichols
                                         ---------------------------------------
                                         J.D. Nichols, individually



                                         /s/ Brian F. Lavin
                                         ---------------------------------------
                                         Brian F. Lavin, individually






                                       14

<PAGE>



                                    EXHIBITS


Exhibit
Number                   Description
------                   -----------
(a)(1)                   Form of Offer to  Purchase  dated  September  22, 2000
                         (including financial statements giving pro forma effect
                         of the Offer).

(a)(2)                   Form of Letter of Transmittal.

(a)(3)                   Form of Affidavit and Indemnification Agreement for
                         Missing Certificate(s) of Ownership.

(a)(4)                   Form of Letter to Limited Partners.

(a)(5)                   Substitute Form W-9 with Guidelines.

(b)                      Loan Agreement dated August 15, 2000, between ORIG, LLC
                         and Bank of Louisville.

(d)                      None.

(g)                      None.

(h)                      None.














<PAGE>



                                                                  Exhibit (a)(1)






               Form of Offer to Purchase dated September 22, 2000
     (including financial statements giving pro forma effect of the Offer).
















<PAGE>



                          Offer to Purchase for Cash by
                         NTS-Properties V and ORIG, LLC
                                  of up to 200
                          Limited Partnership Interests
                               of NTS-Properties V
                              at $230 per Interest


         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,  EASTERN
STANDARD TIME, ON FRIDAY, DECEMBER 22, 2000, UNLESS THE OFFER IS EXTENDED.

         A summary of the  principal  terms of the offer appears on pages ii and
iii. You should read this entire document  carefully  before deciding whether to
tender your limited partnership interests.

         If you tender all or any portion of your  interests you will be subject
to certain risks including:

o    The purchase price is less than the book value of the interests, and may be
     less than the fair market value and liquidation value of the interests.
o    As a result of your tender you may suffer negative tax consequences.
o    There is a  conflict  of  interest  between  limited  partners  who  tender
     interests in the Offer, limited partners who do not tender, and the general
     partner of the  partnership,  which creates a risk that the purchase  price
     will be less than the fair value of the interests.

         If you continue to hold all or any portion of your  interests  you will
be subject to certain risks including:

o    There is no developed market for the interests,  which may prevent you from
     being able to  liquidate  your  investment  or receive  fair value for your
     investment.
o    Cash distributions have been suspended and may be permanently eliminated.
o    The partnership is using its cash reserves to fund its portion of the offer
     to purchase which will reduce  existing cash available for future needs and
     contingencies.
o    The partnership may not be able to pay for necessary  capital  improvements
     to partnership properties.
o    The offer to purchase may result in increased  voting control by affiliates
     of the partnership.
o    The partnership has no current plans to liquidate.
o    If  tenants  occupying  some  of the  partnership's  properties  experience
     financial  difficulties  or do not renew their leases,  this could harm the
     partnership's financial operations.
o    There are significant general economic risks associated with investments in
     real estate.

See "RISK FACTORS."

         Questions and requests for assistance or for additional  copies of this
Offer to Purchase,  the Letter of Transmittal or any other documents relating to
this  Offer may be  directed  to NTS  Investor  Services  c/o  Gemisys  at (800)
387-7454.

         THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION NOR HAS THE  SECURITIES AND EXCHANGE  COMMISSION OR ANY
STATE  SECURITIES  COMMISSION  PASSED  UPON  THE  FAIRNESS  OR  MERITS  OF  SUCH
TRANSACTION  OR UPON THE  ACCURACY OR ADEQUACY OF THE  INFORMATION  CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

            The date of this Offer to Purchase is September 22, 2000.

<PAGE>



                               SUMMARY TERM SHEET

o    THE OFFERORS.  ORIG, LLC and NTS-Properties V are making this tender offer.
     ORIG is a Kentucky limited liability company,  affiliated with your general
     partner   and  NTS-   Properties   V,  that   regularly   engages  in  real
     estate-related activities including acquiring,  developing,  renovating and
     rehabilitating,  financing and divesting properties. NTS- Properties V is a
     Maryland limited partnership that owns and owns joints venture interests in
     commercial real estate properties.

o    OUR OFFER.  We are  offering  to  purchase  up to 200 of the  partnership's
     outstanding  interests  that are not  owned by our  affiliates.  Currently,
     there are 30,626 outstanding interests,  including those interests owned by
     our affiliates.

o    OUR OFFERING  PRICE.  We will  purchase  interests in the offer in cash for
     $230 per interest. See Section 2.

o    FACTORS IN DETERMINING OUR OFFERING PRICE. Your general partner  determined
     the offering  price in its sole  discretion.  In  determining  the offering
     price per interest your general partner considered, among other things, the
     following:

o    The per interest price paid to limited  partners in previous  transactions,
     such as tender offers and secondary market transactions. See Section 2.

o    The absence of a trading market for the interests. See Section 2.

o    ADDITIONAL  PURCHASES.  If more than 200  interests  are  tendered,  we may
     purchase additional interests, in our sole discretion. If the offer remains
     oversubscribed,  we will purchase your  interests on a pro rata basis.  See
     Section 2

o    CONDITIONS OF THE OFFER. We are offering to purchase outstanding  interests
     from all limited  partners and our offer is not  generally  conditioned  on
     your tendering any minimum number of your interests.  We will not, however,
     accept your tender if, as a result of the tender,  you would continue to be
     a limited partner and would hold fewer than five (5) interests. There are a
     number of other  conditions to our offer,  including the absence of certain
     changes  in  your  partnership,  the  absence  of  certain  changes  in the
     financial markets and the absence of competing tender offers.  See Sections
     2 and 6.

o    RIGHT TO EXTEND THE EXPIRATION DATE. The offer expires on Friday,  December
     22, 2000 at 12:00  Midnight,  Eastern  Standard Time, but we may extend the
     expiration  date by providing you with a written  notice of the  extension.
     See Section 2.


                                       ii

<PAGE>



o    SUBSEQUENT  OFFERING  PERIOD.  We do not  anticipate  having  a  subsequent
     offering  period after the expiration  date of the initial  offering period
     (including any extensions). See Section 2.

o    HOW TO TENDER YOUR INTERESTS.  To tender your interests,  complete and sign
     the accompanying  letter of transmittal  included in these  materials,  and
     send it to NTS  Investor  Services c/o Gemisys via mail or facsimile at the
     address  or  facsimile  number  set forth in  Section  16 of this  offer to
     purchase by Friday,  December 22, 2000 at 12:00 Midnight,  Eastern Standard
     Time. See Section 3.

o    WITHDRAWAL  RIGHTS.  If you tender you can withdraw  your  interests at any
     time before the expiration date,  including any extensions,  or the date we
     pay for your interests, whichever is later. See Section 4.

o    HOW TO WITHDRAW. To withdraw your interests, you must send a written notice
     of withdrawal  which must be received by, on or before the expiration date,
     NTS  Investor  Services c/o Gemisys via mail or facsimile at the address or
     facsimile number set forth in Section 16 of this offer to purchase.  If you
     file a notice of  withdrawal  it must  specify  your name and the amount of
     interests that you are withdrawing. See Section 4.

o    PAYMENT FOR YOUR INTERESTS. If you tender your interests and we accept your
     tender,  we will pay the price of any of your  interests  which we purchase
     with a check. We will deliver all checks by first class U.S. Mail deposited
     in the mailbox  within five business days after the  expiration  date.  See
     Section 5.

o    TAX  CONSEQUENCES.  Your sale of  interests in this offer will be a taxable
     transaction  for federal income tax purposes.  The  consequences to each of
     you may vary,  and you should  consult  your tax advisor to  determine  the
     precise tax consequences to you. See Section 12.

o    AVAILABILITY  OF FUNDS.  We currently have funds  available under a line of
     credit that are  sufficient  to enable us to purchase all of the  interests
     sought in our offer. See Section 9.















                                       iii

<PAGE>



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


                                    IMPORTANT

         ANY LIMITED PARTNER WISHING TO TENDER ALL OR ANY PORTION OF HIS, HER OR
ITS INTERESTS  SHOULD  COMPLETE AND SIGN THE ENCLOSED  LETTER OF  TRANSMITTAL IN
ACCORDANCE  WITH  THE  INSTRUCTIONS  IN THE  OFFER TO  PURCHASE  AND  LETTER  OF
TRANSMITTAL AND DELIVER IT TOGETHER WITH THE CERTIFICATE(S) OF OWNERSHIP FOR THE
INTERESTS  BEING  TENDERED  (OR IF  THE  CERTIFICATE(S)  OF  OWNERSHIP  FOR  THE
INTERESTS IS (ARE) LOST,  STOLEN,  MISPLACED OR  DESTROYED,  THE  AFFIDAVIT  AND
INDEMNIFICATION  AGREEMENT FOR MISSING  CERTIFICATE(S) OF OWNERSHIP  EXECUTED BY
THE LIMITED  PARTNER  ATTESTING TO SUCH FACT),  THE SUBSTITUTE  FORM W-9 AND ANY
OTHER REQUIRED DOCUMENTS TO THE PARTNERSHIP.  A LIMITED PARTNER HAVING INTERESTS
REGISTERED IN THE NAME OF A BROKER,  DEALER,  COMMERCIAL  BANK, TRUST COMPANY OR
OTHER NOMINEE MUST CONTACT THAT BROKER,  DEALER,  COMMERCIAL BANK, TRUST COMPANY
OR OTHER NOMINEE IF HE, SHE OR IT DESIRES TO TENDER SUCH INTERESTS.

         LIMITED PARTNERS TENDERING ALL OR ANY PORTION OF THEIR INTERESTS ARE
SUBJECT TO CERTAIN RISKS.  SEE "RISK FACTORS" BEGINNING ON PAGE 4.

         THE OFFER IS NOT  CONDITIONED  ON THE TENDER OF ANY  MINIMUM  NUMBER OF
INTERESTS;  PROVIDED, HOWEVER, WE WILL NOT ACCEPT YOUR TENDER IF, AS A RESULT OF
THE TENDER, YOU WOULD CONTINUE TO BE A LIMITED PARTNER AND WOULD HOLD FEWER THAN
FIVE (5)  INTERESTS.  THE OFFER IS  CONDITIONED  UPON,  AMONG OTHER THINGS,  THE
ABSENCE OF CERTAIN CONDITIONS DESCRIBED IN SECTION 6 OF THIS OFFER TO PURCHASE.

         WE ARE NOT MAKING ANY RECOMMENDATION TO YOU REGARDING WHETHER TO TENDER
OR  REFRAIN  FROM  TENDERING  YOUR  INTERESTS.  EACH OF YOU MUST  MAKE  YOUR OWN
DECISION  REGARDING  WHETHER TO TENDER  INTERESTS,  AND, IF SO, HOW MANY OF YOUR
INTERESTS TO TENDER.

         WE HAVE NOT  AUTHORIZED  ANY PERSON TO MAKE ANY  RECOMMENDATION  ON OUR
BEHALF  REGARDING  WHETHER  YOU SHOULD  TENDER OR REFRAIN  FROM  TENDERING  YOUR
INTERESTS  PURSUANT TO THE OFFER.  WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY
INFORMATION  OR TO MAKE ANY  REPRESENTATION  IN CONNECTION  WITH THE OFFER OTHER
THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL.  ANY RECOMMENDATION
OR  INFORMATION,  IF GIVEN  OR MADE,  MUST NOT BE  RELIED  UPON AS  HAVING  BEEN
AUTHORIZED BY US OR THE GENERAL PARTNER.


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



                                       iv

<PAGE>



                                TABLE OF CONTENTS



SUMMARY TERM SHEET............................................................ii
INTRODUCTION...................................................................1
RISK FACTORS...................................................................4
THE OFFER......................................................................9
Section 1.  Background and Purposes of the Offer...............................9
Section 2.  Offer to Purchase and Purchase Price; Proration; Expiration Date;
            Determination of Purchase Price...................................10
Section 3.  Procedure for Tendering Interests.................................12
Section 4.  Withdrawal Rights.................................................13
Section 5.  Purchase of Interests; Payment of Purchase Price..................14
Section 6.  Certain Conditions of the Offer...................................14
Section 7.  Cash Distribution Policy..........................................17
Section 8.  Effects of the Offer..............................................17
Section 9.  Source and Amount of Funds........................................17
Section 10. Certain Information About the Partnership.........................20
Section 11. Certain Transactions with Affiliates..............................22
Section 12. Certain Federal Income Tax Consequences...........................27
Section 13. Transactions and Arrangements Concerning Interests................29
Section 14. Extensions of Tender Period; Terminations; Amendments.............30
Section 15. Fees and Expenses.................................................30
Section 16. Address; Miscellaneous............................................31
Appendix A
         The Partnership's Financial Statements Giving
         Pro Forma Effect of the Offer.......................................A-1
         Balance Sheets......................................................A-2
         Statement of Operations.............................................A-3
Appendix B
         ORIG's Balance Sheets...............................................B-1



                                        v

<PAGE>



To Holders of Limited Partnership Interests of
NTS-Properties V

                                  INTRODUCTION

         NTS-Properties  V (the  "Partnership")  and ORIG,  LLC ("ORIG")  hereby
offer to purchase up to 200 limited  partnership  interests  of the  Partnership
that are owned by limited  partners who are not affiliates of the Partnership or
ORIG at a purchase price of $230 per Interest (the "Purchase  Price") in cash to
the seller upon the terms and subject to the conditions set forth in this "Offer
to Purchase" and in the related "Letter of Transmittal."  Together the "Offer to
Purchase" and "Letters of  Transmittal"  constitute the "Offer." As used in this
Offer to Purchase,  the term  "Interest" or  "Interests,"  refers to the limited
partnership interests in the Partnership. As used in this Offer, the terms "we",
"us" or  "our"  as the  context  requires,  refer  to the  Partnership  and ORIG
collectively.

         This Offer is  generally  not  conditioned  upon any minimum  amount of
Interests  being  tendered,  except as described in this Offer to Purchase.  The
Interests are not traded on any  established  trading  market and are subject to
restrictions on transferability  which are described in the Amended and Restated
Agreement  of  Limited   Partnership  of   NTS-Properties  V  (the  "Partnership
Agreement").

         You should not view the Purchase Price as equivalent to the fair market
value or the liquidation  value of an Interest.  The Purchase Price is less than
the book value of the Interests.  As of June 30, 2000 and December 31, 1999, the
book value of each Interest was approximately $263.21 and $266.15, respectively.
NTS-Properties  Associates  V, a  Kentucky  limited  partnership  (the  "General
Partner"), determined the Purchase Price in its sole discretion, based on:

o    the  response  to our  tender  offer of $230 per  Interest  which  began on
     November 5, 1999 and ended on December 31, 1999;

o    the response to the  Partnership's  tender offer of $205 per Interest which
     began on June 25, 1999 and ended on September 30, 1999;

o    the  response  to our  tender  offer of $205 per  Interest  which  began on
     October 14, 1998 and ended on February 5, 1999;

o    sales of Interests by limited partners to third parties in secondary market
     transactions from 1995 through 2000;

o    repurchases of interests by the  Partnership,  outside of the tender offers
     described  above,  in 1996 and 1998 at prices ranging from $135 to $150 per
     Interest;

o    purchases  of  Interests by ORIG,  outside of the tender  offers  described
     above, in 1999 and 2000 at $230 per Interest;

o    the purchase of Interests  from three limited  partners by ORIG on February
     10, 2000 at an average price of $265.55 per Interest; and

o    purchases of Interests by the Partnership's affiliates, BKK Financial Inc.,
     an Indiana  corporation ("BKK") and Ocean Ridge Investments Ltd., a Florida
     limited  liability  partnership  ("Ocean  Ridge") from 1994 through 1998 at
     prices ranging from $112 to $160 per Interest.

                                        1

<PAGE>



         Neither we nor the  General  Partner has  obtained  an opinion  from an
independent third party regarding the fairness of the Purchase Price.

         Subject to the conditions set forth in the Offer,  the Partnership will
purchase  the first  100  Interests  which  are  tendered  and  received  by the
Partnership  by, and not withdrawn prior to, 12:00  Midnight,  Eastern  Standard
Time,  on December  22, 2000,  subject to any  extension of the Offer by us (the
"Expiration Date"). If more than 100 Interests are tendered,  ORIG will purchase
up to an  additional  100  Interests  which are  tendered  and  received  by the
Partnership  by, and not withdrawn  prior to, the  Expiration  Date.  If, on the
Expiration  Date, we determine  that more than 200 Interests  have been tendered
during  the  Offer,  each of us may:  (i) accept  the  additional  Interests  in
accordance with Rule 13e-4(f)(1)  promulgated under the Securities  Exchange Act
of 1934 ("Exchange  Act"),  as amended;  or (ii) extend the Offer, if necessary,
and  increase  the amount of  Interests  that we are  offering to purchase to an
amount  that we believe  is  sufficient  to  accommodate  the  excess  Interests
tendered as well as any Interests tendered during the extended Offer.

         If the Offer is oversubscribed and we do not act in accordance with (i)
or (ii),  above,  or if we act in accordance with (i) and (ii),  above,  but the
Offer remains oversubscribed,  then we will accept Interests tendered by limited
partners  prior to or on the  Expiration  Date for  payment  on a pro rata basis
("Proration").  If you tender Interests and we pro rate, the number of Interests
that we  purchase  from you will be equal to the number of  Interests  which you
properly  tender  multiplied  by a fraction,  the numerator of which will be the
total  number of  Interests  we are  willing  to  purchase  in the Offer and the
denominator of which will be the total number of Interests  properly tendered by
all  limited  partners  participating  in the Offer.  Any  fractional  Interests
resulting  from this  calculation  will be  rounded  down to the  nearest  whole
number.  We will not purchase  fractions of  Interests.  If you tender and if we
will  purchase  fewer  than  the  number  of  Interests  that  you  tender,  the
Partnership will notify you in writing.  For any Interest that you tender but we
do not purchase, a book entry will be made on the Partnership's books to reflect
your ownership of the Interests not purchased.  The Partnership will not issue a
new  Certificate of Ownership for the Interests that we do not purchase,  unless
you make a written request instructing the Partnership to do so.

         The Offer is  generally  not  conditioned  on the tender of any minimum
number of  Interests.  The Offer,  however,  is  conditioned  upon,  among other
things,  the  absence  of certain  adverse  conditions  described  in Section 6,
"Certain  Conditions of the Offer." In  particular,  we will not  consummate the
Offer,  if in  the  opinion  of  the  General  Partner,  there  is a  reasonable
likelihood  that  purchases  under the Offer would result in  termination of the
Partnership (as a partnership) under Section 708 of the Internal Revenue Code of
1986, as amended (the "Code"),  or termination of the Partnership's  status as a
partnership  for federal  income tax  purposes  under  Section 7704 of the Code.
Further,  we will not purchase  Interests  if the  purchase of  Interests  would
result in Interests  being owned by fewer than three  hundred  (300)  holders of
record. See Section 6, "Certain Conditions of the Offer."

         All of the  Interests  that we  purchase  pursuant to the Offer will be
effective  as of the  Expiration  Date.  If you  accept  the  offer  and  tender
Interests, you will receive the Purchase Price and

                                        2

<PAGE>



any cash distributions declared and payable before the Expiration Date. You will
not be entitled to receive any cash distributions declared and payable after the
Expiration Date on any Interests tendered and accepted by us.

         The tender and  acceptance  of an Interest will be treated as a sale of
the Interest for federal and most state income tax  purposes,  which will result
in you recognizing  gain or loss for income tax purposes.  We urge you to review
carefully  all  the  information  contained  in or  referred  to in  this  Offer
including, without limitation, the information presented in Section 11, "Certain
Federal Income Tax Consequences."

         As of August  31,  2000,  the  General  Partner  owned  five (5) of the
Partnership's  outstanding  Interests and ORIG owned 4,561 of the  Partnership's
30,626 outstanding Interests. All partners,  members,  affiliates and associates
of the General Partner or ORIG  beneficially  owned a total of 7,198  Interests,
representing   approximately  23.5%  of  the  Partnership's  30,626  outstanding
Interests.  Although we are making this Offer to all limited  partners,  we have
been advised that neither the General Partner nor any of the partners,  members,
affiliates or associates of the General  Partner intends to tender any Interests
pursuant  to the Offer.  Assuming  the Offer is fully  subscribed,  the  General
Partner, ORIG, and partners,  members,  affiliates and associates of the General
Partner  or ORIG,  will  own,  after  the  Offer,  a total  of 7,298  Interests,
representing   approximately  23.9%  of  the  Partnership's  30,526  outstanding
Interests.







                                        3

<PAGE>



                                  RISK FACTORS
                                  ------------

If You Tender  All or Any  Portion of Your  Interests  You are  Subject to Risks
Including the Following:

          The purchase price is less than the book value of the  Interests,  and
may be less than the fair market value and  liquidation  value of the Interests.
The Interests are not traded on a recognized  stock exchange or trading  market.
There is no active,  liquid  market for the  Interests,  and it is unlikely that
this  type of  market  will  develop  in the near  future.  We are  aware of the
following transactions in or offers for Interests:

o    purchases by us of 1,196 Interests in our tender offer of $230 per Interest
     which began on November 5, 1999 and ended on December 31, 1999;

o    purchases by the Partnership of 2,523 Interests in its tender offer of $205
     per Interest which began on June 25, 1999 and ended on September 30, 1999;

o    purchases by us of 2,458 Interests in our tender offer of $205 per Interest
     which began on October 14, 1998 and ended on February 5, 1999;

o    secondary  market  transactions  in which  Interests  were  transferred  at
     prices,  including  commissions and mark-ups,  ranging from $45 to $425 per
     Interest  by limited  partners  to third  parties  during  the period  from
     January,1995 to February, 2000;

o    repurchases  by the  Partnership,  outside of the tender  offers  described
     above,  of 1,882  Interests at prices  ranging from $135 to $160 during the
     period from July, 1996 through June, 1998;

o    purchases of Interests by ORIG in 1999 and 2000 at prices ranging from $205
     to $230 per Interest;

o    the purchase of Interests  from three limited  partners by ORIG on February
     10, 2000 at an average price of $265.55 per Interest; and

o    purchases by BKK and Ocean Ridge of 2,632 Interests  during the period from
     November, 1994 through September,  1998 at prices ranging from $112 to $160
     per Interest.

         The Purchase Price is less than the book value of the Interests.  As of
June 30,  2000 and  December  31,  1999,  the book  value of each  Interest  was
approximately $263.21 and $266.15, respectively.

         The  Purchase  Price per Interest in this Offer was  determined  by the
General  Partner,  in its sole  discretion,  based on the purchase price paid to
limited partners in the transactions described

                                        4

<PAGE>



above.  The  purchase  price per Interest in any of the  transactions  described
above and the  Purchase  Price in this  Offer may not  reflect  the value of the
Interests.  If you were to hold your Interests until  termination or liquidation
of the Partnership,  you might receive greater or lesser value than the Purchase
Price for your Interests.

         You may suffer negative tax consequences. If you sell Interests in this
Offer you generally  will recognize a gain or loss on the sale of your Interests
for  federal  and most  state  income tax  purposes.  The amount of gain or loss
realized will be, in general,  the excess of the amount you realize from selling
your  Interests  minus the adjusted  tax basis in the  Interests  you sell.  The
amount that you realize from the sale of your  Interests is generally the sum of
the Purchase  Price plus your share of  Partnership  liabilities.  When you sell
Interests  which you have held for more than twelve (12)  months,  the sale will
typically result in long-term capital gain or loss. Due to the complexity of tax
issues,  you are  advised  to consult  your tax  advisors  with  respect to your
individual tax situation before selling your Interests in the Offer. See Section
12 of this Offer to Purchase.

         There is a conflict of interest  between  limited  partners  who tender
their  Interests  in the Offer,  limited  partners  who do not  tender,  and the
General Partner,  which creates a risk that the Purchase Price will be less that
the fair value of the Interests.  A conflict of interest  exists between limited
partners who tender their Interests and the Partnership, the General Partner and
limited  partners  who are  not  tendering  their  Interests.  Limited  partners
tendering their Interests would prefer a higher Purchase Price; the Partnership,
the General  Partner and limited  partners who are not tendering their Interests
would prefer a lower Purchase Price. As a result of these conflicts of interest,
there is a risk  that the  Purchase  Price  is less  than the fair  value of the
Interests.

         The General Partner Makes No Recommendation  to Limited  Partners.  The
General Partner makes no  recommendation  regarding whether you should tender or
retain your Interests.  You should make your own decisions  regarding whether to
tender your Interests based upon your own individual situation.






                                        5

<PAGE>



If You Do Not Tender All or Any  Portion of Your  Interests  You Are  Subject to
Risks Including the Following:

         There is no developed  market for the Interests,  which may prevent you
from being able to liquidate your investment or receive fair value. The Purchase
Price per Interest was determined by the General  Partner in its sole discretion
and may not reflect the price per  Interest if the  Interests  were listed on an
exchange  or of the  proceeds  that  you  may  receive  if the  Partnership  was
liquidated or dissolved.  Although the  Interests are  transferable,  subject to
certain limitations set forth in the Partnership Agreement, we do not anticipate
that any active,  liquid market will  develop.  You may not be able to liquidate
your investment on favorable terms, if at all.

         Cash   distributions   have  been  suspended  and  may  be  permanently
eliminated.  As of March 31, 1994,  the  Partnership  suspended  payment of cash
distributions to limited partners due to insufficient  cash being generated from
the  Partnership's  operations.  There can be no assurance that the  Partnership
will  ever  resume  distributions  or be  able  to  fund  its  future  needs  or
contingencies, which may harm the Partnership's business or financial condition.

         The  Partnership  is using cash reserves to fund the Offer,  which will
reduce existing cash available for future needs and contingencies. The amount of
funds  required  by the  Partnership  to  fund  the  Offer  is  estimated  to be
approximately  $28,000  ($23,000 to purchase 100  Interests  plus  approximately
$5,000 for its proportionate share of the expenses associated with administering
the Offer. The expenses of the Offer will be apportioned between the Partnership
and  ORIG  based  on the  number  of  Interests  purchased  by each  of us.  The
Partnership intends to fund these monies from its cash reserves.  The use of the
Partnership's  cash  reserves  to fund the Offer  will have the  effect  of: (i)
reducing the existing cash available for future needs or contingencies  and (ii)
reducing or eliminating the interest  income that the  Partnership  earns on its
cash reserves.  There can be no assurance that the  Partnership  will be able to
fund its future needs or contingencies, which may have a material adverse effect
on the Partnership's business or financial condition.

         Increased Voting Control by Affiliates of the Partnership. If the Offer
is fully  subscribed,  the percentage of Interests held by persons  controlling,
controlled by or under common control with the Partnership will increase.  As of
August  31,  2000,  the  General  Partner  owned  five (5) of the  Partnership's
outstanding  Interests  and ORIG owned  4,561 of the  Partnership's  outstanding
Interests. The General Partner, ORIG, and all partners,  members, affiliates and
associates of the General  Partner or ORIG  beneficially  own, in the aggregate,
7,198 Interests,  representing  approximately 23.5% of the Partnership's  30,626
outstanding  Interests.  Although this Offer is made to all limited partners, we
have been  advised  that none of the General  Partner,  or any of the  partners,
members,  affiliates or associates of the General  Partner  intend to tender any
Interests  pursuant to the Offer.  Assuming the Offer is fully  subscribed,  the
General Partner, ORIG, and partners,  members,  affiliates and associates of the
General Partner or ORIG, will own, after the Offer, a total of 7,298  Interests,
representing   approximately  23.9%  of  the  Partnership's  30,526  outstanding
Interests, an increase of .4% of the outstanding Interests.  In addition,  other
persons controlling, controlled by or under common control with the Partnership,
by virtue of the decreased number of outstanding Interests,

                                        6

<PAGE>



will own a greater percentage of the outstanding Interests. Thus, these entities
or  individuals  will have a greater  influence on certain  matters  voted on by
limited  partners,  including  removal of the General Partner and termination of
the Partnership.

         The  Partnership  may  not  be  able  to  pay  for  necessary   capital
improvements to Partnership  properties.  Some of the  Partnership's  properties
require capital  improvements to operate optimally.  The Partnership  expects to
make the capital  improvements to certain  Partnership  properties over the next
year and anticipates funding these improvements using cash flow from operations,
cash reserves or additional  financing if necessary.  However,  the  anticipated
sources of funding may not be sufficient to make the necessary improvements.  If
the cash flow from  operations and cash reserves prove to be  insufficient,  the
Partnership  might have to fund the capital  improvements by borrowing money. If
the Partnership is unable to borrow money on favorable  terms, or at all, it may
not be able to make necessary capital  improvements  which could, in the future,
harm the Partnership's financial condition.

         The Partnership  has no current plan to liquidate.  Under the agreement
of limited  partnership,  the  Partnership is to terminate on December 31, 2028,
unless terminated sooner as allowed under the agreement.  The Partnership has no
current  plan to sell its assets and to  distribute  the proceeds to its limited
partners,  nor does the Partnership  contemplate  resuming  distributions to the
limited  partners.  Therefore,  if you do not tender your  Interests you may not
receive any return on or any  distribution  relating to your  investment  in the
Partnership in the foreseeable future.

         If tenants  occupying some of the Partnership's  properties  experience
financial  difficulties  or do not  renew  their  leases,  this  could  harm the
Partnership's  financial operations.  The Partnership's  financial condition and
ability to fund  future cash  needs,  including  its ability to make future cash
distributions, if any, may be harmed by the bankruptcy, insolvency or a downturn
in  business  of  any  tenant  occupying  a  significant  portion  of any of the
Partnership's  properties or by a tenant's  decision not to renew its lease.  If
the Partnership  cannot  re-lease the space vacated by significant  tenants on a
timely  basis and on  favorable  terms and  conditions,  this  could  damage the
Partnership's  results of operations and financial condition.  See Section 10 of
this Offer to Purchase.

         There  are   significant   general   economic  risks   associated  with
investments in real estate.  All real property  investments  are subject to some
degree of risk.  Generally,  equity investments in real estate are illiquid and,
therefore,  the Partnership's ability to promptly vary its portfolio in response
to changing  economic,  financial and  investment  conditions  is limited.  Real
estate investments are also subject to changes in economic conditions as well as
other factors affecting real estate values, including:

     o    possible federal,  state or local  regulations and controls  affecting
          rents, prices of goods, fuel and energy consumption and prices,  water
          and environmental restrictions;

     o    increased labor and material costs; and


                                        7

<PAGE>



     o    the attractiveness of the property to tenants in the neighborhood.

For a  detailed  discussion  of the risks  associated  with  investment  in real
estate,  refer to the "Risk Factors" set forth in the  Partnership's  Prospectus
dated August 1, 1984.


























                                        8

<PAGE>



                                    THE OFFER

         Section 1.  Background  and  Purposes of the Offer.  The purpose of the
Offer is to provide  limited  partners  who desire to  liquidate  some or all of
their  investment  in the  Partnership  with a method  for  doing  so.  With the
exception of isolated transactions,  no established secondary trading market for
the Interests exists, and under the Partnership Agreement transfers of Interests
are  subject  to  restrictions,  including  the prior  approval  of the  General
Partner.  The  General  Partner  believes  that  some  limited  partners  desire
immediate  liquidity,  while  other  limited  partners  may not  need or  desire
liquidity  and would  prefer the  opportunity  to retain  their  Interests.  The
General  Partner  believes  that limited  partners  should be entitled to make a
choice between immediate  liquidity and continued  ownership and, thus, believes
that this  Offer  accommodates  the  differing  goals of both  groups of limited
partners.  Limited  partners  who tender  their  Interests  in the Offer are, in
effect,  exchanging certainty and liquidity for the potentially higher return of
continued  ownership of their Interests.  The continued  ownership of Interests,
however,  entails the risk of loss of all or a portion of the  current  value of
their  investment.  See Risk Factors - "General  Economic Risks  Associated with
Investments in Real Estate."

         Neither we nor the General  Partner has any current  plans or proposals
that relate to or would result in:

o    an extraordinary corporate transaction, such as a merger, reorganization or
     liquidation, involving the Partnership;

o    a sale or transfer of a material amount of assets of the Partnership;

o    any change in the identity of the General  Partner or in the  management of
     the Partnership,  including,  but not limited to, any plans or proposals to
     change the number or term of the General  Partner(s),  to fill any existing
     vacancy  for the General  Partner,  or to change any  material  term of the
     management agreement between the General Partner and the Partnership;

o    any change in the indebtedness or capitalization of the Partnership;

o    any other material change in the structure or business of the  Partnership;
     or

o    any change in the  Partnership  Agreement or other  actions that may impede
     the  acquisition of control of the  Partnership by any person.  The General
     Partner,  however,  may  explore  and  pursue  any of these  options in the
     future.  As of March 31, 1994, the  Partnership  suspended  payment of cash
     distributions to limited partners due to insufficient  cash being generated
     from the Partnership's operations. See Section 7 of this Offer to Purchase.

         If you do not tender  your  Interests  or tender only a portion of your
Interests,  the  Interests  we  purchase  in the Offer  will have the  effect of
increasing your proportionate interest in the Partnership,

                                        9

<PAGE>



and will also increase the  proportionate  interest of ORIG and other affiliates
of the General Partner that own Interests. If you retain your Interests you will
be subject to increased risks including but not limited to: (1) reduction in the
Partnership's cash reserves,  which may affect the Partnership's ability to fund
its future  cash  requirements,  thus  having a material  adverse  effect on the
Partnership's  financial  condition;  and (2)  increased  voting  control by the
affiliates of the General Partner,  including ORIG, and persons  controlling the
affiliates,  which will  increase the influence  that  affiliates of the General
Partner and persons  controlling the affiliates have on certain matters voted on
by limited partners, including removal of the General Partner and termination of
the  Partnership.  Any Interests  tendered to the Partnership in connection with
this Offer will be retired,  although the  Partnership  may issue new  interests
from time to time in compliance  with the federal and state  securities  laws or
any  exemptions  therefrom.  Interests  purchased  by ORIG will be held by ORIG.
Neither the  Partnership nor the General Partner has plans to offer for sale any
other additional interests, but each reserves the right to do so in the future.

         The  Offer  is the  forth  tender  offer  made by the  Partnership  for
Interests.  ORIG  participated in two of the prior tender offers. We purchased a
total of 2,458 Interests on February 5, 1999 for $205 per Interest, in the first
tender offer. The Partnership  purchased 600 of these Interests.  ORIG purchased
1,858 of these Interests.  The Partnership  purchased a total of 2,523 Interests
on September  30, 1999 for $205 per Interest,  in the second  tender  offer.  We
purchased a total of 1,196  Interests on December 8, 1999 for $230 per Interest,
in the third tender offer.  The  Partnership  purchased 250 of these  Interests.
ORIG purchased 946 of these  Interests.  The General  Partner is considering the
desirability  of  the  Partnership  making  future  tender  offers  to  purchase
Interests  following  completion  of the Offer,  but is not required to make any
future offers.

          Section 2. Offer to Purchase and Purchase Price; Proration; Expiration
Date; Determination of Purchase Price.

         Offer to  Purchase  and  Purchase  Price.  We will,  upon the terms and
         -----------------------------------------
subject to the conditions of the Offer described  below,  purchase a total of up
to 200 Interests that are properly  tendered by, and not withdrawn prior to, the
Expiration Date at a price equal to $230 per Interest; provided however, that if
you  decide to tender we will not  accept  your  tender  if, as a result of your
tender,  you would  continue  to be a limited  partner and would hold fewer than
five (5) Interests.  The Partnership will purchase the first 100 Interests which
are tendered and received by the Partnership by, and not withdrawn prior to, the
Expiration  Date.  If more than 100  Interests  are tendered and received by the
Partnership  as a result of this Offer,  ORIG will  purchase up to an additional
100 Interests  which are tendered by, and not withdrawn prior to, the Expiration
Date.

         If, on the  Expiration  Date, we determine that more than 200 Interests
have been tendered  during the Offer,  each of us may: (i) accept the additional
Interests  permitted  to be accepted  pursuant to Rule  13e-4(f)(1)  promulgated
under the Exchange Act, as amended; or (ii) extend the Offer, if necessary,  and
increase the amount of  Interests  that we are offering to purchase to an amount
that we believe is sufficient to accommodate  the excess  Interests  tendered as
well as any Interests tendered during the extended Offer.

                                       10

<PAGE>



         Proration.  If  the  Offer  is  oversubscribed  and  we do  not  act in
         ----------
accordance  with (i) or (ii),  above,  or if we act in  accordance  with (i) and
(ii), above, but the Offer remains oversubscribed, then we will accept Interests
tendered on or before the  Expiration  Date for payment on a pro rata basis.  If
you tender in the Offer and we prorate, the number of Interests we purchase from
you will be equal to a fraction of the total number of Interests tendered by all
limited  partners in this Offer, the numerator of which will be the total number
of Interests  that we are willing to purchase and the  denominator of which will
be the total  number of  Interests  properly  tendered by all  limited  partners
participating in the Offer.

         Your  partnership  agreement  prohibits the  Partnership  from making a
repurchase if as a result of the repurchase a limited  partner would continue to
be a limited  partner  but hold  fewer  than  five  Interests.  As a result,  as
discussed  below,  we will not  accept  tenders  which  would  reduce a  limited
partner's  ownership to fewer than five Interests.  In the event of a proration,
this  restriction  could  prevent  us from  purchasing  the same  percentage  of
tendered  Interests  from all  tendering  limited  partners,  as required by SEC
regulations.  To avoid  this  result,  we will  not  prorate,  but will  instead
purchase all tendered  Interests in excess of 200, if proration  would result in
any limited partner owning fewer than five Interests.

         We will round any  fractional  Interests  resulting  from any proration
calculation down to the nearest whole number. We will not purchase  fractions of
Interests.  The Partnership will notify, in writing,  limited partners from whom
we will  purchase  fewer than the  number of  Interests  which  they  originally
tendered.  For  any  Interest  that  a  limited  partner  tenders  but we do not
purchase,  a book  entry  will be made on the  Partnership's  books  to  reflect
ownership of the Interests not purchased.  The Partnership  will not issue a new
Certificate  of Ownership  for the Interests  that we do not purchase,  unless a
limited partner makes a written request instructing the Partnership to do so.

         THIS OFFER IS NOT  CONDITIONED ON ANY MINIMUM NUMBER OF INTERESTS BEING
TENDERED;  PROVIDED,  HOWEVER, WE WILL NOT ACCEPT YOUR TENDER IF, AS A RESULT OF
THE TENDER, YOU WOULD CONTINUE TO BE A LIMITED PARTNER AND WOULD HOLD FEWER THAN
FIVE (5) INTERESTS.

         Expiration  Date.  The term  "Expiration  Date" means  12:00  Midnight,
         -----------------
Eastern  Standard  Time,  on  December  22,  2000 unless and until we extend the
period of time for which the Offer is open,  in which  event  "Expiration  Date"
will  mean the  latest  time and date at which the  Offer,  as  extended  by us,
expires.  The  Partnership  may  extend the Offer,  in its sole  discretion,  by
providing you with written notice of the extension;  provided,  however, that if
the Offer is  oversubscribed,  we may, each in our sole  discretion,  extend the
Offer by providing you with written notice of the extension. We do not intend to
allow limited partners to tender Interests after the Expiration Date,  including
any  extensions.  For a description of how we may extend or terminate the Offer,
see Section 14 of this Offer to Purchase.

          Determination  of Purchase  Price.  The Purchase Price  represents the
          ----------------------------------
price at which we are willing to purchase Interests.  The Purchase Price is less
than the book value of the Interests. Your

                                       11

<PAGE>



approval is not required and was not sought  regarding the  determination of the
Purchase  Price.  No special  committee  of ours or of the limited  partners has
approved  this Offer and no special  committee  or  independent  person has been
retained to act on behalf of us. Neither we nor the General Partner has obtained
an opinion  from an  independent  third  party  regarding  the  fairness  of the
Purchase Price.

         The Purchase Price offered by us was determined by the General  Partner
in its sole discretion based on:

o    the  response  to our  tender  offer of $230 per  Interest  which  began on
     November 5, 1999 and ended on December 31, 1999;
o    the response to the  Partnership's  tender offer of $205 per Interest which
     began on June 25, 1999 and ended on September 30, 1999;
o    the  response  to our  tender  offer of $205 per  Interest  which  began on
     October 14, 1998 and ended on February 5, 1999;
o    sales of Interests by limited partners to third parties in secondary market
     transactions from 1995 through 2000;
o    repurchases of interests by the  Partnership,  outside of the tender offers
     described  above,  in 1996 and 1998 at prices ranging from $135 to $150 per
     Interest;
o    purchases  of  Interests by ORIG,  outside of the tender  offers  described
     above, in 1999 and 2000 at $230 per Interest;
o    the purchase of Interests  from three limited  partners by ORIG on February
     10, 2000 at an average price of $265.55 per Interest; and
o    purchases of Interests by the Partnership's affiliates, BKK and Ocean Ridge
     from 1994 through 1998 at prices ranging from $112 to $160 per Interest.

         In determining the Purchase Price, the General Partner did not estimate
or project the  liquidation  value per  Interest or consider  the book value per
Interest and did not appraise the value of the Partnership's assets.

         Section 3.  Procedure  for Tendering  Interests.  If you wish to tender
Interests in this Offer you must submit a properly  completed  and duly executed
Letter of Transmittal and Substitute Form W-9, together with the  Certificate(s)
of Ownership for the Interests you tender or if your Certificate(s) of Ownership
for the  Interests  is (are) lost,  stolen,  misplaced  or  destroyed,  you must
execute  and submit the  Affidavit  and  Indemnification  Agreement  for Missing
Certificate(s) of Ownership  attesting to such fact (the  "Affidavit"),  and any
other required  documents to NTS Investor  Services c/o Gemisys,  at the address
listed in Section 15 of this Offer to Purchase. If your Interests are held in an
IRA/custodial account, all forms should be signed and forwarded to the custodian
to  obtain a  signature  guarantee  and the  Certificate  of  Ownership  for the
Interests.  There are no fees or other charges  payable by limited  partners who
tender Interests in connection with the Offer.

THE LETTER OF TRANSMITTAL,  SUBSTITUTE FORM W-9, AND CERTIFICATE(S) OF OWNERSHIP
FOR THE INTERESTS BEING TENDERED (OR AFFIDAVIT, IF APPLICABLE)

                                       12

<PAGE>



AND ANY OTHER  REQUIRED  DOCUMENTS  MUST BE  RECEIVED BY THE  PARTNERSHIP  ON OR
BEFORE  THE  EXPIRATION  DATE.  WE WILL NOT  ACCEPT  INTERESTS  RECEIVED  BY THE
PARTNERSHIP AFTER THE EXPIRATION DATE.

         Method of Delivery.  YOU ASSUME ANY RISK ASSOCIATED WITH THE METHOD FOR
         -------------------
DELIVERING THE LETTER OF TRANSMITTAL,  SUBSTITUTE FORM W-9 AND CERTIFICATE(S) OF
OWNERSHIP FOR THE INTERESTS (OR THE AFFIDAVIT). WE RECOMMEND THAT YOU SUBMIT ALL
DOCUMENTS BY REGISTERED MAIL RETURN RECEIPT REQUESTED AND PROPERLY INSURED OR BY
AN OVERNIGHT COURIER SERVICE. YOU MAY CONFIRM RECEIPT OF A LETTER OF TRANSMITTAL
BY  CONTACTING  NTS INVESTOR  SERVICES C/O GEMISYS AT THE ADDRESS AND  TELEPHONE
NUMBER LISTED IN SECTION 16 OF THIS OFFER TO PURCHASE.

         Determination of Validity. All questions regarding the validity,  form,
         --------------------------
eligibility  (including  time of  receipt)  and  acceptance  for  payment of any
Interests will be determined by the Partnership,  in its sole discretion. If the
Offer is oversubscribed,  however, we may decide to purchase Interests in excess
of the  initial  200  Interests.  In that  case,  all  questions  regarding  the
validity,  form or  eligibility  (including  time of receipt) and acceptance for
payment of any additional  Interests purchased by either the Partnership or ORIG
will be  determined  by each  respective  party,  in its sole  discretion.  Each
determination,  whether  made by the  Partnership  or ORIG,  will be  final  and
binding. The Partnership or ORIG, if applicable, has the absolute right to waive
any of the conditions of the Offer or any defect or  irregularity in any tender,
or  in  the  related  transmittal  documents.  Unless  waived,  any  defects  or
irregularities  must  be  cured  within  the  time  period  established  by  the
Partnership or ORIG. In any event,  tenders will not be deemed to have been made
until all defects or  irregularities  have been cured or waived.  We are neither
under any duty nor will we incur any  liability for failure to notify you of any
defects, irregularities or rejections contained in your tenders.

         Section 10(b) of the Exchange Act and Rule 14e-4 promulgated thereunder
require that a person  tendering  Interests  on his, her or its behalf,  own the
Interests  tendered.  Section 10(b) and Rule 14e-4 provide a similar restriction
applicable  to the tender or guarantee of a tender on behalf of another  person.
If you tender your Interests pursuant to any of the procedures described in this
Offer to  Purchase  you  accept  the  terms and  conditions  of the  Offer,  and
represent and warrant that (i) you own the Interests  being tendered  within the
meaning of Rule 14e-4; and (ii) the tender complies with Rule 14e-4.

         Section 4. Withdrawal  Rights.  If you tender  Interests in this Offer,
you may withdraw your tender at any time before the Expiration  Date or the date
we accept  Interests,  whichever is later. For a withdrawal to be effective,  it
must be in writing and received by NTS Investor Services c/o Gemisys via mail or
facsimile  at the  address or  facsimile  number set forth in Section 16 of this
Offer to Purchase on or before the  Expiration  Date.  Any notice of  withdrawal
must specify your name and the amount of Interests that you are withdrawing.


                                       13

<PAGE>



         All questions as to form and validity of the notice of withdrawal  will
be  determined  by the  Partnership,  in its sole  discretion.  If the  Offer is
oversubscribed,  all  questions  as to  form  and  validity  of  the  notice  of
withdrawal  will be  determined  by the  Partnership  or ORIG,  each in its sole
discretion,  for any Interests purchased by the Partnership or ORIG, as the case
may be, in excess of the initial 200 Interests.  All determinations  made by the
Partnership or ORIG will be final and binding. Interests properly withdrawn will
not  thereafter  be deemed to be tendered  for  purposes of the Offer.  However,
withdrawn  Interests may be retendered by following the  procedures set forth in
Section 3 of this Offer to Purchase prior to the Expiration  Date.  Tenders made
pursuant to the Offer which are not otherwise  withdrawn in accordance with this
Section 4 will be irrevocable.

         Section 5. Purchase of  Interests;  Payment of Purchase  Price.  If you
tender  Interests under the Offer,  upon the terms and subject to the conditions
of the Offer,  we will pay you $230 per Interest for each  Interest you properly
tender.  We will  pay you the  Purchase  Price  with a  check  from  either  the
Partnership or ORIG depending on which of us purchases your  Interests.  We will
deliver your check by first class U.S. Mail deposited in the mailbox within five
(5) business days after the Expiration Date. Under no circumstances  will we pay
you interest on the Purchase Price,  regardless of any extension of the Offer or
any delay in making payment. In the event of Proration as set forth in Section 2
of this Offer to Purchase,  we may not be able to determine the proration factor
and pay for those  Interests that have been accepted for payment,  and for which
payment is otherwise due, until  approximately  five (5) business days after the
Expiration Date.

         Interests will be deemed purchased at the time of acceptance by us, but
in no event  earlier  than  the  Expiration  Date.  Interests  purchased  by the
Partnership  will be retired,  although the  Partnership may issue new interests
from time to time in compliance  with the  registration  requirements of federal
and state securities laws or exemptions from these laws.  Interests purchased by
ORIG will be held by ORIG.  Neither the  Partnership nor the General Partner has
plans to offer for sale any other  additional  interests,  but each reserves the
right to do so in the future.

         Section 6. Certain Conditions of the Offer.  Notwithstanding  any other
provision of this Offer to Purchase,  we will not be required to purchase or pay
for any Interests tendered and may terminate the Offer as provided in Section 14
of this Offer to Purchase  or may  postpone  the  purchase  of, or payment  for,
Interests  tendered if any of the following events occur prior to the Expiration
Date:

          (a) there is a reasonable  likelihood  that  consummation of the Offer
     would result in the termination of the Partnership (as a partnership) under
     Section 708 of the Code;

          (b) there is a reasonable  likelihood  that  consummation of the Offer
     would result in  termination of the  Partnership's  status as a partnership
     for federal income tax purposes under Section 7704 of the Code;

          (c) as a result of the Offer,  there would be fewer than three hundred
     (300)  holders of record,  pursuant  to Rule  13e-3  promulgated  under the
     Exchange Act;

                                       14

<PAGE>



          (d) there shall have been instituted or threatened or shall be pending
     any action or proceeding before or by any court or governmental, regulatory
     or administrative agency or instrumentality, or by any other person, which:
     (i)  challenges  the  making  of  the  Offer  or  the  acquisition  by  the
     Partnership  or  ORIG of  Interests  pursuant  to the  Offer  or  otherwise
     directly or indirectly  relates to the Offer; or (ii) in the  Partnership's
     reasonable judgment  (determined within five (5) business days prior to the
     Expiration  Date),   could  materially   affect  the  business,   condition
     (financial or other),  income,  operations or prospects of the Partnership,
     taken  as  a  whole,  or  otherwise   materially  impair  in  any  way  the
     contemplated   future  conduct  of  the  business  of  the  Partnership  or
     materially impair the Offer's contemplated benefits to the Partnership;

          (e) there shall have been any action  threatened or taken, or approval
     withheld, or any statute, rule or regulation proposed, sought, promulgated,
     enacted, entered, amended, enforced or deemed to be applicable to the Offer
     or the Partnership or ORIG, by any government or  governmental,  regulatory
     or  administrative  authority or agency or  tribunal,  domestic or foreign,
     which, in our reasonable judgment, would or might directly or indirectly:

                    (i) delay or  restrict  the  ability of the  Partnership  or
               ORIG,  or render the  Partnership  or ORIG unable,  to accept for
               payment or pay for some or all of the Interests;

                    (ii) materially affect the business, condition (financial or
               other),  income,  operations,  or prospects of the Partnership or
               ORIG, taken as a whole, or otherwise materially impair in any way
               the   contemplated   future   conduct  of  the  business  of  the
               Partnership or ORIG;

          (f) there shall have occurred:

                    (i) the declaration of any banking  moratorium or suspension
               of payment in respect of banks in the United States;

                    (ii) any general  suspension of trading in, or limitation on
               prices for,  securities on any United States national  securities
               exchange or in the over-the-counter market;

                    (iii) the  commencement  of war,  armed  hostilities  or any
               other  national or  international  crises  directly or indirectly
               involving the United States;

                    (iv)  any  limitation  (whether  or  not  mandatory)  by any
               governmental,  regulatory or  administrative  agency or authority
               on, or any event which, in our reasonable judgment, might affect,
               the extension of credit by banks or other lending institutions in
               the United States;

                                       15

<PAGE>



                    (v) (A) any significant change, in our reasonable  judgment,
               in the general  level of market  prices of equity  securities  or
               securities convertible into or exchangeable for equity securities
               in the United  States or abroad or (B) any change in the  general
               political,  market,  economic,  or  financial  conditions  in the
               United  States or abroad  that (1) could have a material  adverse
               effect on the business  condition  (financial or other),  income,
               operations  or  prospects  of  the  Partnership,  or  (2)  in our
               reasonable  judgment,  makes it  inadvisable  to proceed with the
               Offer; or

                    (vi) in the case of the  foregoing  existing  at the time of
               the  commencement  of the Offer,  in our reasonable  judgment,  a
               material acceleration or worsening thereof;

          (g) any change shall occur or be threatened in the business, condition
     (financial or otherwise),  or operations of the  Partnership,  that, in the
     Partnership's   reasonable   judgment,   is  or  may  be  material  to  the
     Partnership;

          (h) a tender or exchange  offer for any or all of the Interests of the
     Partnership,   or  any  merger,   business  combination  or  other  similar
     transaction  with or involving the  Partnership,  shall have been proposed,
     announced or made by any person; or

          (i) (i) any entity,  "group" (as that term is used in Section 13(d)(3)
     of the Exchange Act) or person (other than entities,  groups or persons, if
     any, who have filed with the Commission on or before the date of this Offer
     a Schedule  13G or a  Schedule  13D with  respect to any of the  Interests)
     shall have  acquired or proposed to acquire  beneficial  ownership  of more
     than 5% of the outstanding Interests; or (ii) such entity, group, or person
     that has publicly  disclosed any such beneficial  ownership of more than 5%
     of the  Interests  prior to such date shall have  acquired,  or proposed to
     acquire,  beneficial  ownership of additional  Interests  constituting more
     than 1% of the outstanding  Interests or shall have been granted any option
     or right to acquire beneficial ownership of more than 1% of the outstanding
     Interests; or (iii) any person or group shall have filed a Notification and
     Report Form under the Hart-Scott-Rodino  Antitrust Improvements Act of 1976
     or  made  a  public  announcement  reflecting  an  intent  to  acquire  the
     Partnership or its assets;

which,  in our  reasonable  judgment,  in any such  case and  regardless  of the
circumstances  (including any action by us) giving rise to such event,  makes it
inadvisable  to proceed  with the Offer or with such  purchase or  payment.  The
conditions described above are for our sole benefit and may be asserted by us on
our respective behalf  regardless of the  circumstances  giving rise to any such
condition  (including  any action or  inaction  by us) or may be waived by us in
whole or in part.  Our  failure  at any time to  exercise  any of the  foregoing
rights  shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing  right  which may be  asserted at any time and from time to
time. Any  determination by us concerning the events described in this Section 6
shall be final and binding on all  parties.  As of the date  hereof,  we believe
that neither paragraph (a) nor paragraph (b) of this Section 6 will prohibit the
consummation of the Offer.

                                       16

<PAGE>



          Section 7. Cash Distribution  Policy. The Partnership began operations
in  August,   1984  and   anticipated   providing   limited   partners  with  8%
non-cumulative  distributions.  Distributions to limited partners were suspended
effective  January 1, 1997 due to  insufficient  cash being  generated  from the
Partnership's  operations.  Although the  Partnership  is not  obligated to make
future cash distributions,  it may do so in the future. See Section 10, "Certain
Information About the Partnership." If you tender your Interests pursuant to the
Offer, you will not be entitled to receive any cash  distributions  declared and
payable,  if any, after the Expiration  Date, on any Interests  which you tender
and we accept.  There can be no  assurance  that the  Partnership  will make any
distributions  in the future to limited  partners who continue to own  Interests
following completion of the Offer.

         Section 8.  Effects of the Offer.  In  addition  to the  effects of the
Offer on limited partners who tender their Interests and limited partners who do
not tender  their  Interests  and upon the  General  Partner as set forth in the
"Risk Factors" of this Offer to Purchase,  the Offer will affect the Partnership
in several other respects:

         If  the  Offer  is  fully   subscribed,   the   Partnership   will  use
approximately  $28,000 to purchase 100 Interests and pay costs  associated  with
the Offer. This will have the effect of: (i) reducing the cash available to fund
future  needs  and  contingencies  or to make  future  distributions;  and  (ii)
reducing or eliminating the interest income that the Partnership would have been
able  to  earn  had it  invested  this  cash in  interest  bearing  investments.
Financial statements giving pro forma effect of the Offer, assuming the purchase
by the Partnership of Interests at $230 per Interest, are attached to this Offer
to Purchase as Appendix A.

         Upon completion of the Offer, we may consider  purchasing any Interests
not purchased in the Offer.  Any such  purchases may be on the same terms as the
terms of this Offer or on terms which are more  favorable  or less  favorable to
you than the terms of this Offer.  Rule 13e-4 promulgated under the Exchange Act
prohibits us from  purchasing any  Interests,  other than pursuant to the Offer,
until at least ten (10) business days after the  Expiration  Date.  Any possible
future  purchases by us will depend on many  factors,  including but not limited
to, the market price of Interests,  the results of the Offer, the  Partnership's
business and financial condition and general economic market conditions.

         Section  9.  Source  and  Amount  of Funds.  The total  amount of funds
required to complete this Offer is approximately  $56,000  (including $46,000 to
purchase  200  Interests  plus  approximately  $10,000 for  expenses  related to
administering the Offer). The Partnership  expects to pay approximately  $23,000
to purchase 100 Interests and approximately  $5,000 for its proportionate  share
of  expenses  related  to  administering  the Offer,  and  expects to fund these
payments with its cash  reserves.  The expenses of the Offer will be apportioned
between us based on the number of Interests  purchased by each of us. As of June
30, 2000 and December 31, 1999 the  Partnership had  unrestricted  cash and cash
equivalents  of $1,741,044  and  $2,807,198,  or $56.86 and $91.68 per Interest,
respectively. If the Offer is oversubscribed and the Partnership, in its sole

                                       17

<PAGE>



discretion,  decides  to  purchase  Interests  in excess of 100  Interests,  the
Partnership will fund these additional purchases and expenses,  if any, from its
cash reserves.

         ORIG expects to pay approximately $23,000 to purchase 100 Interests and
approximately  $5,000  for  its  proportionate  share  of  expenses  related  to
administering  the Offer,  and expects to fund these  payments with the proceeds
from a loan  from  the  Bank of  Louisville  described  below.  If the  Offer is
oversubscribed  and ORIG, in its sole discretion,  decides to purchase Interests
in  excess of 100  Interests,  ORIG will fund  these  additional  purchases  and
expenses, if any, from the loan.

          ORIG will also use the loan  proceeds to fund the  purchase of limited
partnership interests of affiliated  partnerships.  The loan proceeds could also
be used to return capital contributions  previously made by Mr. J.D. Nichols and
Mr. Brian F. Lavin, the members of ORIG, to ORIG.

         On December  28,  1999,  ORIG and  Community  Trust Bank entered into a
Business Loan  Agreement  under which  Community  Trust Bank agreed to provide a
$2,000,000  revolving  line of credit to ORIG at an interest  rate of prime plus
 .25% per annum for a term  ending on January  28,  2005.  The line of credit was
secured by: (1) the Interests of the  Partnership  held by ORIG; and (2) limited
partnership interests in partnerships  affiliated with the Partnership which are
held by ORIG. Mr. Nichols and Mr. Lavin agreed to guarantee the  indebtedness of
ORIG with  respect to Community  Trust Bank  pursuant to  Commercial  Guaranties
executed by each of them on December 28, 1999. Mr. Nichols guaranteed 75% of all
indebtedness of ORIG or $1,500,000,  whichever is less, and Mr. Lavin guaranteed
25% of all indebtedness of ORIG or $500,000,  whichever is less. Under the terms
of the Business  Loan  Agreement,  ORIG will repay the proceeds of the revolving
line of credit.  Beginning on April 28, 2000,  ORIG began making 20  consecutive
quarterly  interest  payments  with  respect to accrued  interest  on the unpaid
principal balance. ORIG repaid this loan with the proceeds of the loan described
below.

         On August 15, 2000, ORIG and the Bank of Louisville, a Kentucky banking
corporation,  entered into a Loan  Agreement  under which the Bank of Louisville
agreed to provide a  $6,000,000  revolving  line of credit to ORIG  evidenced by
three  separate  promissory  notes  issued  by ORIG in  favor of the bank in the
original principal amount of $2,000,000 each (the "Loan  Agreement").  The terms
of the three separate notes are described below:

o    Revolving  Credit Note A bears  interest at the prime rate, as announced by
     the Bank of  Louisville  from  time to time,  plus .25% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving  Credit  Note A for  any  outstanding  balance  owing  under  the
     revolving  line of credit  if,  and only if,  the  outstanding  balance  is
     $2,000,000 or less.

o    Revolving  Credit Note B bears  interest at the prime rate, as announced by
     the Bank of  Louisville  from  time to time,  plus .50% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving Credit Note B for any outstanding

                                       18

<PAGE>



     balance  owing  under the  revolving  line of credit  if,  and only if, the
     outstanding balance is greater than $2,000,000 but less than $4,000,000.

o    Revolving  Credit Note C bears  interest at the prime rate, as announced by
     the  Bank of  Louisville  from  time to  time,  plus 1% per year for a term
     ending on August 31,  2005.  ORIG will pay the interest  rate  described in
     Revolving  Credit  Note C for  any  outstanding  balance  owing  under  the
     revolving  line of credit  if,  and only if,  the  outstanding  balance  is
     greater than $4,000,000.

     The line of credit from the Bank of Louisville is secured by:

o    Interests  of the  Partnership  which are  currently  held or  subsequently
     acquired by ORIG,  including any distributions which the Partnership issues
     to ORIG with respect to the Interests and any proceeds from the sale of the
     Interests held by ORIG;

o    limited   partnership   interests  in  partnerships   affiliated  with  the
     Partnership  which are  currently  held or  subsequently  acquired by ORIG,
     including  any  distributions  which  the  partnerships  issue to ORIG with
     respect to the interests held by ORIG and any proceeds from the sale of the
     interests held by ORIG; and

o    the personal guaranties of Mr. Nichols and Mr. Lavin of all indebtedness of
     ORIG with respect to the Bank of Louisville  under the  $6,000,000  line of
     credit pursuant to two separate Guaranty Agreements,  each dated August 15,
     2000 among the Bank of  Louisville  and each of Mr.  Nichols and Mr.  Lavin
     (the  "Guaranty  Agreements").  Mr.  Nichols and Mr.  Lavin are jointly and
     severally liable under each of their respective Guaranty Agreements.

         Under the terms of the Loan Agreement,  ORIG will repay the proceeds of
the revolving line of credit as follows:

o    On September 1, 2000, ORIG began making consecutive monthly payments of all
     accrued and unpaid interest on the outstanding principal balance.

o    The entire outstanding  principal balance owing under the revolving line of
     credit is due and payable on August 31, 2005.

         ORIG intends to use funds from cash  distributions from the Partnership
and  affiliated  partnerships  and  from  capital  contributions  to ORIG by Mr.
Nichols and Mr. Lavin to make these payments.

         In addition to using the  proceeds of the  revolving  line of credit to
fund the purchase of Interests and ORIG's proportionate share of expenses of the
Offer,  Mr. Nichols and Mr. Lavin may fund the purchase of Interests by ORIG and
ORIG's proportionate share of the expenses of the Offer

                                       19

<PAGE>



from  capital  contributions  pursuant  to the terms of a  Capital  Contribution
Agreement dated as of January 20, 1999 by and between Mr. Nichols and Mr. Lavin.

         Section 10.       Certain Information About the Partnership

         Certain Information About the Partnership.
         -----------------------------------------

          The Partnership was formed in April,  1984 under the laws of the State
of Maryland.  NTS- Properties  Associates V, a Kentucky limited partnership,  is
the  Partnership's  General  Partner.  Mr. J.D.  Nichols is the managing general
partner of NTS-Properties Associates V. NTS Capital Corporation is the corporate
general  partner of  NTS-Properties  Associates  V. NTS Capital  Corporation  is
controlled by Mr. Nichols, its Chairman of the Board and Mr. Brain F. Lavin, its
President and Chief Operating Officer.

         The  Partnership's  net  income  or loss  and  cash  distributions  are
allocated  according  to the  terms  of the  Partnership  Agreement.  Under  the
Partnership Agreement,  Net Cash Receipts (as defined in the Limited Partnership
Agreement) will, to the extent available for  distribution,  be distributed on a
quarterly  basis (1) 99% to the limited  partners and 1% to the General  Partner
until the limited  partners have received the 8% Preferred Return (as defined in
the Limited  Partnership  Agreement) for the relevant fiscal period, then (2) to
the General  Partner until it has received  distributions  for the fiscal period
equal to  approximately  one-tenth  of the  distributions  to  limited  partners
referred to under item (1) above,  and then (3) 90% to the limited  partners and
10% to the General Partner.

The Partnership owns the following properties:

o    Commonwealth Business Center Phase II, a business center with approximately
     61,000 net rentable  ground floor square feet and  approximately  9,000 net
     rentable mezzanine square feet located in Louisville, Kentucky, constructed
     by the Partnership.  The occupancy level at Commonwealth Business Center II
     at June 30, 2000 was 82%.

The Partnership owns interests in the following joint ventures:

o    The Willows of  Plainview  Phase II, a 144-unit  luxury  apartment  complex
     located in Louisville, Kentucky, constructed by a joint venture between the
     Partnership and NTS-Properties IV, an affiliate of the General Partner. The
     Partnership's  percentage interest in the joint venture was 90% at June 30,
     2000.  The  occupancy  level at the  apartment  complex was 94% at June 30,
     2000.

o    Lakeshore/University  II Joint Venture ("L/U II Joint Venture"),  which was
     formed on January 23, 1995 among the  Partnership  and  NTS-Properties  IV,
     NTS-Properties Plus Ltd. and NTS/Fort Lauderdale,  Ltd., each affiliates of
     the General Partner. The

                                       20

<PAGE>



     Partnership's percentage ownership interest in the joint venture was 79% at
     June 30, 2000.

A description of the properties owned by the L/U II Joint Venture appears below:

o    Lakeshore  Business Center Phase I - a business  center with  approximately
     103,000 net  rentable  square  feet  located in Fort  Lauderdale,  Florida,
     acquired  complete by the joint venture.  The occupancy  level of Lakeshore
     Business Center Phase I was 75% at June 30, 2000.

o    Lakeshore  Business Center Phase II - a business center with  approximately
     97,000  net  rentable  square  feet  located in Fort  Lauderdale,  Florida,
     acquired  complete by the joint venture.  The occupancy  level of Lakeshore
     Business Center Phase II was 82% at June 30, 2000.

o    Lakeshore  Business  Center Phase III - a 40,000  square foot office center
     currently under  construction on approximately  3.77 acres of land adjacent
     to the Lakeshore Business Center development.

         In the next 12 months,  the General Partner  expects the  Partnership's
liquidity  to decrease as a result of the  Partnership's  efforts in leasing its
commercial  properties  and joint venture  properties.  At this time, the future
leasing and tenant improvement costs which will be required to renew the current
leases or obtain new tenants are unknown. It is anticipated,  however,  that the
cash flow from operations and cash reserves will be sufficient to meet the needs
to the Partnership.

         In January, 2000, the L/U II Joint Venture began to construct Lakeshore
Business Center Phase III. The  construction  cost is currently  estimated to be
$4,300,000 and is being funded by a capital  contribution of $1,737,000 from the
Partnership in July of 1999 and approximately  $2,680,000 of debt financing.  As
of June 30, 2000, the L/U II Joint Venture has incurred approximately $1,761,000
in expenses for the  construction  of Lakeshore  Business  Center Phase III. The
construction  of  Lakeshore  Business  Center  Phase III should be  completed by
October, 2000.

         As of June 30, 2000, the L/U II Joint Venture has agreed to make tenant
improvements  at  Lakeshore  Business  Center  Phases I and II which  will  cost
approximately  $66,000.  The Partnership's  share of the cost of this project is
approximately  $52,400 and will be funded from cash flows from  operations.  The
L/U II Joint  Venture has also agreed to make tenant  improvements  at Lakeshore
Business  Center  Phases  III  which  will  cost  approximately   $45,700.   The
Partnership's  share of the cost of this  project is  approximately  $36,300 and
will be funded from the debt financing  discussed  above.  The  construction for
these  projects  has begun and is  expected  to be  completed  during  the third
quarter of 2000.


                                       21

<PAGE>



         The L/U II Joint Venture  anticipates  replacing the roofs at Lakeshore
Business   Center  Phase  I  which  will  cost   approximately   $200,000.   The
Partnership's  share of the cost of this project is  approximately  $158,900 and
will be funded from cash flows from operations.

         The  Partnership  has no other material  obligations for renovations or
capital  improvements to its properties or joint venture properties,  as of June
30, 2000.

         On July 1, 1999, the Partnership  contributed  $1,737,000 to the L/U II
Joint  Venture  to  cover  a  portion  of the  costs  to be  incurred  from  the
construction  of Lakeshore  Business Center Phase III. The other partners in the
L/U II Joint  Venture  did not make  capital  contributions  at that time.  As a
result,  the  Partnership's  percentage of ownership in the L/U II Joint Venture
increased from 69% to 79%, as of July 1, 1999. On July 1, 2000, the  Partnership
contributed  an  additional  $500,000  to the L/U II Joint  Venture.  The  other
partners in the L/U II Joint Venture did not make capital  contributions at that
time. As a result, the Partnership's percentage of ownership in the L/U II Joint
Venture increased from 79% to 81%, as of July 1, 2000.

         Properties  owned  by joint  ventures  in which  the  Partnership  is a
partner are encumbered by the following mortgages:

   Loan Balance
   at 06/30/2000:            Encumbered Property:                          Due:
   -------------             -------------------                           ---

   $ 2,585,767*            Willows of Plainview Phase II                01/05/13
   $ 1,544,334*            Willows of Plainview Phase II                01/05/13
   $ 3,463,227*            Lakeshore Business Center Phase I            08/01/08
   $ 3,726,062*            Lakeshore Business Center Phase II           08/01/08

     *    This amount represents the Partnership's proportionate interest in the
          mortgages payable as of June 30, 2000.

         The  Partnership's  ratio of earnings to fixed charges was 1.18 for the
three months ended June 30, 2000,  .91 for the year ended  December 31, 1999 and
4.3:1 for the year ended December 31, 1998.

         For more detailed  financial  information  about the  Partnership,  see
"Appendix A: The Partnership's  Financial  Statements Giving Pro Forma Effect of
the Offer."

         Section 11.       Certain Transactions with Affiliates.

         NTS Development  Company, an affiliate of the General Partner,  directs
the management of the Partnership's  properties  pursuant to a written agreement
(the   "Management   Agreement")   between  NTS  Development   Company  and  the
Partnership. Under the Management Agreement, NTS Development Company establishes
rental policies and rates and directs the marketing activity of

                                       22

<PAGE>



leasing  personnel.  It also coordinates the purchase of equipment and supplies,
maintenance activity and the selection of all vendors, suppliers and independent
contractors.

         Under  the  Management  Agreement,  the  Partnership  agreed to pay NTS
Development  Company  a  management  fee is equal to 5% of gross  revenues  from
residential properties and 6% of gross revenues from commercial properties. Also
under the Management  Agreement,  the Partnership  agreed to pay NTS Development
Company  a repair  and  maintenance  fee equal to 5.9% of costs  incurred  which
relate to capital improvements. The Partnership paid NTS Development Company the
following  fees for the six months  ended  June 30,  2000 and for the year ended
December 31,  1999.  These  charges  include  items which have been  expensed as
operating expenses - affiliated or professional and administrative  expenses and
items which have been  capitalized  as other  assets or as land,  buildings  and
amenities.



                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00              12/31/99
                                        --------              --------

        Property
        Management
        Fee                             $114,319              $221,467

        Repair and
        Maintenance Fee                  $81,838               $39,684
                                         -------               -------
                                        $196,157              $261,151
                                        ========              ========

         The Management  Agreement also requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses of NTS  Development  Company in  connection  with the  operation of the
properties,  including the cost of goods and materials used for and on behalf of
the  Partnership,  and to reimburse  NTS  Development  Company for the salaries,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.  The  Partnership  also paid NTS  Development  Company the  following
amounts for expenses,  in addition to the fees described in the preceding table,
for the six months ended June 30, 2000 and for the year ended December 31, 1999.
These charges  included  items which have been expensed as operating  expenses -
affiliated or professional and administrative expenses and items which have been
capitalized as other assets or as land, building and amenities.

                                       23

<PAGE>





                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00                  1999
                                        --------                  ----

        Leasing                        $ 103,839              $261,757

        Administrative                   101,775               266,390

        Property
        Management
        Costs                            147,625               226,104

        Other                              2,564                 7,211
                                           -----                 -----
                                        $355,803              $761,462
                                        ========              ========

         The  initial  term of the  Management  Agreement  was five  years,  and
thereafter for succeeding one-year periods, unless canceled by either party upon
sixty  days  written  notice.  As of the  date of  this  Offer,  the  Management
Agreement is still in effect.

         In connection  with the  retirement of Richard L. Good, the former Vice
Chairman of NTS Capital Corporation,  and under an agreement dated as of January
1, 1999, JDN Financial Holdings, LLC, a Delaware limited liability company owned
by J.D.  Nichols,  acquired  the equity  interests of Richard L. Good in various
entities  affiliated  with the  Partnership,  including  NTS  Corporation,  NTS-
Properties  Associates VI,  NTS-Properties  Associates VII,  NTS-Properties Plus
Associates,  and  interests  in  private  limited  partnerships  with  ownership
interests  in real  estate.  In  consideration  for his equity  interests in the
foregoing entities, Richard L. Good received (i) monetary consideration equal to
his salary  and bonus in the  amount of  approximately  $529,000,  (ii)  various
promissory notes in the net amount of approximately $1,600,000,  payable monthly
through  February 29, 2012 at the current  interest rate of 5.09% per annum, and
(iii)  equity  interests  in real and personal  property,  including  50% of the
equity  interest in National  Aquatics,  Inc. and 70% of the equity  interest in
NTS/Sabal Office.

         On February  25,  2000,  Mr.  Nichols  made a capital  contribution  of
$100,000 to NTS Financial  Partnership,  a Kentucky  general  partnership  ("NTS
Financial")  and an affiliate  of the  Partnership.  In the past two years,  Mr.
Nichols has received  returns of capital  totaling  $150,000  from NTS Financial
which Mr. Nichols used to make capital contributions to ORIG.

         In the past two years,  Mr.  Nichols  has  received  returns of capital
totaling  $893,170 from NTS Financial  which Mr. Nichols used to pay third party
obligations, and returns of capital totaling $2,426,647 from NTS Financial which
Mr. Nichols used to make a capital contribution to ORIG to purchase Interests in
the  Partnership  and  also  to  purchase  limited   partnership   interests  in
partnerships affiliated with the Partnership.

                                       24

<PAGE>



         In the past two years, Mr. Nichols also received  undistributed profits
from private affiliates of NTS Financial  totaling  $1,319,500 which Mr. Nichols
used to pay taxes.

          Since January 1, 1998, Mr. Nichols has personally  guaranteed  various
loans made to various publicly and privately-held affiliates of the Partnership.
As of August 31, 2000, Mr. Nichols had outstanding  personal guaranties totaling
approximately   $27,198,000.   Mr.   Nichols  has   guaranteed  the  payment  of
approximately  $215,000 of notes  payable of NTS  Corporation.  Mr.  Nichols has
guaranteed  the  payment  of  approximately  $17,700,000  of  loans  of  various
affiliates.  In  October,  1998,  Mr.  Nichols  and Mr.  Lavin  each  personally
guaranteed  $3,250,000  of a loan  made  to a  privately-held  affiliate  of the
Partnership secured by a property,  the book value of which is $10,000,000.  Mr.
Nichols also guaranteed, as an indemnitor, that the conditions of certain surety
bonds will be met. The  outstanding  commitments of the surety bonds  aggregated
$3,283,000 at December 31, 1999. In December,  1999,  Mr.  Nichols and Mr. Lavin
each personally  guaranteed a $2,000,000 loan to ORIG from Community Trust Bank,
N.A.  in  the  following  amounts:   (1)  Mr.  Nichols  guaranteed  75%  of  all
indebtedness  of  ORIG or  $1,500,000,  whichever  is  less;  and (2) Mr.  Lavin
guaranteed 25% of all indebtedness of ORIG or $500,000,  whichever is less. This
loan was repaid using the proceeds of a $6,000,000 loan to ORIG from the Bank of
Louisville.  Mr.  Nichols  and  Mr.  Lavin  each  personally  guaranteed  up  to
$6,000,000 of the  obligations  under the loan from the Bank of  Louisville  for
which each of them is jointly and severally liable.

         In addition to the guaranties  described  above,  on March 31, 1989 NTS
Guaranty  Corporation,  owned  100%  by  Mr.  Nichols  and an  affiliate  of the
Partnership,  guaranteed certain  obligations of NTS Mortgage Income Fund, which
is also an affiliate of the  Partnership.  On September  20, 1988,  Mr.  Nichols
issued a $10,000,000 demand note to NTS Guaranty Corporation,  which may be used
to satisfy the guaranty.  The obligations of NTS Guaranty  Corporation under the
guaranty are expressly  limited to the assets of NTS Guaranty  Corporation,  its
ability to draw upon the  $10,000,000  demand note and Mr.  Nichols'  ability to
answer the demand.

         During the past two years, ORIG has participated in joint tender offers
with: (i) the  Partnership to purchase  Interests and (ii) limited  partnerships
that are  affiliates  of the  Partnership  to purchase  the limited  partnership
interests of those  partnerships.  The following table sets forth the results of
these tender offer:

<TABLE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
December        NTS-                   $250             729          500               229
31, 1998        Properties III


                                       25

<PAGE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
December        NTS-                   $250             938          500               438
8, 1999         Properties III

February        NTS-                   $205           1,259          600               659
19, 1999        Properties IV

December        NTS-                   $205           2,245          500             1,745
8, 1999         Properties IV

February        The                    $205           2,458          600             1,858
5, 1999         Partnership

December        The                    $230(*)        1,196          250               946
31, 1999        Partnership

January         NTS-                   $350            2,103           750           1,353
18, 1999        Properties VI

September       NTS-                   $370            2,801           500           2,301
30, 1999        Properties VI

December        NTS-                   $380            1,085           250             835
23, 1999        Properties VI

August          NTS-                   $380            3,685           100           3,585
15, 2000        Properties VI

March           NTS-                   $6             25,794        10,000          15,794
12, 1999        Properties VII,
                Ltd.

November 30,    NTS-                   $6             41,652        10,000          31,652
1999            Properties VII,
                Ltd.

August 15,      NTS-                   $6             39,220         2,500          36,720
2000            Properties VII,
                Ltd.

</TABLE>

* The original  offering price was $215 per interest which was increased to $230
per interest on December 20, 1999.


                                       26

<PAGE>



         In addition to the above tender offers involving ORIG, on September 30,
1999,  NTS-  Properties  V purchased  2,523  limited  partnership  interests  of
NTS-Properties  V from limited  partners  for $205 per  interest  pursuant to an
offer to purchase interests.

         The  Partnership's  affiliates,  BKK and  Ocean  Ridge  have  purchased
Interests from time to time. Mr.  Nichols' wife,  Barbara  Nichols,  is the sole
limited partner of Ocean Ridge. BKK is the general partner of Ocean Ridge. Since
November,  1994, BKK and Ocean Ridge purchased 2,632 Interests at prices ranging
from $112 to $160 per Interest.  All of these  Interests are currently  owned by
Ocean Ridge.

         ORIG purchased  Interests in the Partnership and also purchased limited
partnership  interests in limited  partnerships  affiliated with the Partnership
pursuant to an Agreement,  Bill of Sale and Assignment  dated February 10, 2000,
by and  among  ORIG and  four  investors  in the  Partnership  and  partnerships
affiliated with the Partnership (the "Purchase  Agreement") for a total purchase
price of $900,000.  ORIG paid these investors a premium above the purchase price
previously  offered for limited  partnership  interests in prior  tender  offers
because this purchase  allowed ORIG to purchase a substantial  number of limited
partnership interests without incurring the significant expenses involved with a
tender  offer.  Under the Purchase  Agreement,  ORIG  purchased a total of 1,604
limited partnership interests in the Partnership from three of the investors for
total consideration of $425,949, or an average price of $265.55 per interest.

Section 12.       Certain Federal Income Tax Consequences.

         Certain Federal Income Tax  Consequences of the Offer. The following is
         ------------------------------------------------------
a general summary, under currently applicable law, of certain federal income tax
considerations  generally  applicable  to the sale of Interests  pursuant to the
Offer. This summary is for general information only. The actual tax treatment of
a tender of Interests may vary depending upon your  particular  situation.  Some
limited partners (including, but not limited to, insurance companies, tax-exempt
entities,  financial institutions or broker/dealers,  foreign corporations,  and
persons who are not citizens or  residents of the United  States) may be subject
to special rules not discussed below. In addition,  the summary does not address
the federal income tax consequences to all categories of Interest  holders,  nor
does it address the federal income tax  consequences to limited  partners who do
not hold the Interests as "capital  assets," as defined by the Internal  Revenue
Code of 1986,  as amended  (the  "Code").  No ruling from the  Internal  Revenue
Service  ("IRS")  will  be  sought  with  respect  to  the  federal  income  tax
consequences discussed herein; thus, there can be no assurance that the IRS will
agree with this  discussion.  We urge you to consult your own tax advisors as to
the particular tax  consequences  of a tender of your Interests  pursuant to the
Offer,  including the applicability and effect of any state,  local,  foreign or
other tax laws,  any recent  changes  in  applicable  tax laws and any  proposed
legislation.  The following  information  is intended as a general  statement of
certain  tax  considerations,  and you  should  not  treat  this as legal or tax
advice.

          Sale of  Interests  Pursuant  to the  Offer.  The  receipt of cash for
          --------------------------------------------
Interests pursuant to the Offer will be a taxable transaction for federal income
tax purposes and may also be a taxable transaction

                                       27

<PAGE>



under applicable state, local and other laws. The purchase of Interests pursuant
to the Offer  will be deemed a sale of the  Interests  by limited  partners  who
tender  their  Interests.  If you  tender in the  Offer,  the  payment  for your
Interests  will be in complete  liquidation of that portion of your ownership in
the  Partnership  represented  by the  purchased  Interests.  You  or any  other
recipient of such payments will be taxed to the extent of any gain recognized in
connection with such sale. In general, and subject to the recapture rules of the
Code Section 751 discussed below, if you tender you will recognize  capital gain
or loss at the time your  Interests  are  purchased by us to the extent that the
sum of money  distributed  to you plus  your  share of  Partnership  liabilities
exceeds your adjusted  basis in the purchased  Interests.  Upon the sale of your
Interests  pursuant to the Offer,  you will be deemed to have received  money in
the form of any cash  payments  to you and to the extent you are  relieved  from
your  proportionate  share of  Partnership  liabilities,  if any,  to which  the
Partnership's  assets are subject.  You will thus be required to recognize  gain
upon the sale of your  Interests  if the amount of cash you  received,  plus the
amount you are deemed to have  received  as a result of being  relieved  of your
proportionate  share of Partnership  liabilities (if any), exceeds your adjusted
basis in the purchased Interests. The income taxes payable upon the sale must be
determined by you on the basis of your own particular tax circumstances.

         The  adjusted  basis of your  Interests is  calculated  by your initial
basis and making certain additions and subtractions  thereto. Your initial basis
is the amount paid for an Interest  ($1,000 per Interest if you purchased in the
initial offering),  increased by your share of liabilities, if any, to which the
Partnership's assets are subject and by the share of Partnership taxable income,
capital  gains and other  income  items  allocated  to you.  Basis is  generally
reduced by cash distributions, decreases in your share of liabilities and by the
share of Partnership losses allocated to the Interest.

         If you tender  Interests  in the Offer you will be allocated a pro rata
share of the  Partnership's  taxable income or loss for 2000 with respect to the
Interests sold in accordance  with the provisions of the  Partnership  Agreement
concerning transfers of Interests. This allocation will affect your adjusted tax
basis in your Interests and, therefore,  the amount of your taxable gain or loss
upon a sale of Interests pursuant to this Offer.

         In  determining  the tax  consequences  of  accepting  the  Offer,  our
payments for  Interests  will be deemed to be equal to the $230 cash payment per
Interest plus a pro rata share of the Partnership's  liabilities (together,  the
"Selling Price").  The taxable gain (or loss) to be incurred as a consequence of
accepting  the Offer is  determined  by  subtracting  the adjusted  basis of the
purchased Interest from the Selling Price.

         You must  determine  your own adjusted tax basis because the basis will
vary  depending  upon  when  you  purchased  the  Interests  and the  amount  of
distributions  you have received for each Interest,  which varies depending upon
the date on which you were admitted to the Partnership.

         A  taxable  gain,  if any,  on the  disposition  of  Interests  must be
allocated between ordinary income,  unrecaptured Section 1250 gain and long-term
capital gain.  You will realize long term capital gain or loss on such sale, if:
(1) you are not a "dealer" in securities; (2) you have held the

                                       28

<PAGE>



Interests  for longer than twelve (12) months;  and (3) the  Partnership  has no
Section  751 assets.  To the extent  that a portion of the gain  realized on the
sale of an Interest is  attributable  to Section 751 assets  (i.e.,  "unrealized
receivables"  and "inventory  items of the  Partnership  which have  appreciated
substantially in value") you will recognize  ordinary income,  and not a capital
gain, upon the sale of the Interest.  For purposes of Code Section 751,  certain
depreciation  deductions  claimed by the  Partnership  (generally,  depreciation
deductions in excess of straight-line  depreciation in the case of real property
and all allowable depreciation to date in the case of other property) constitute
"unrealized receivables." Thus, gain, if any, recognized by limited partners who
sell Interests will be ordinary  income in an amount not to exceed your share of
the Partnership's  depreciation deductions that are "unrealized receivables." It
is unclear  whether,  for Interests held for twelve (12) months or longer,  with
respect to real property,  the amount of gain  attributable to depreciation  not
taxed as ordinary income is taxed as unrecaptured Section 1250 gain or long-term
capital gain.  Furthermore,  if the Partnership  were deemed to be a "dealer" in
real  estate  for  federal  income  tax  purposes,  the  property  held  by  the
Partnership  might be treated as "inventory items of the Partnership  which have
appreciated substantially in value" for purposes of Code Section 751 and limited
partners tendering Interests would recognize ordinary income, in an amount equal
to your share of the  appreciation  in value of the  Partnership's  real  estate
inventory.   The  General   Partner   does  not  believe  it  has  operated  the
Partnership's business in a manner as to make the Partnership a "dealer" for tax
purposes.

         Ordinary income recognized in 1999 is taxed at a stated maximum rate of
39.6% for federal income tax purposes. In the case of real property,  the amount
of gain  not  taxed as  ordinary  income  attributable  to  depreciation,  i.e.,
unrecaptured  Section 1250 gain,  is taxed at a maximum rate of 25%. Net capital
gains are taxed for federal  income tax purposes at a stated maximum rate of 20%
for gain from  property  held longer than twelve (12)  months,  i.e.,  long-term
capital gain.  The tax rates may actually be somewhat  higher,  depending on the
taxpayer's  personal  exemptions and amount of adjusted gross income.  A taxable
loss, if any, on the  disposition  of Interests  will be recognized as a capital
loss for  federal  income  tax  purposes  for  limited  partners  who hold their
Interests as capital assets.

         Back-up Withholding.  To prevent back-up federal income tax withholding
         --------------------
equal to 31% of the payments  made pursuant to the Offer,  each limited  partner
(except a foreign limited partner) who does not otherwise establish an exemption
from such  withholding  must notify the  Partnership  of his, her or its correct
taxpayer  identification  number (or  certify  that such  taxpayer is awaiting a
taxpayer  identification  number)  and  provide  certain  other  information  by
completing a Substitute Form W-9 to the  Partnership.  For your  convenience,  a
Substitute  Form W-9 is  enclosed  with this  Offer to  Purchase.  Some  limited
partners,  including  corporations,  may not be subject to the  withholding  and
reporting requirements.

         Section 13. Transactions and Arrangements  Concerning Interests.  Based
upon the  Partnership's  and ORIG's  records  and  information  provided  to the
Partnership  by the General  Partner  and  affiliates  of the  General  Partner,
neither  the  Partnership,  General  Partner,  ORIG  nor,  to  the  best  of the
Partnership's knowledge, any controlling person of the Partnership,  the General
Partner, or

                                       29

<PAGE>



ORIG,  has  effected any  transactions  in the  Interests  during the sixty (60)
business days prior to the date hereof except as follows:

                  ORIG purchased Interests in the Partnership and also purchased
         limited partnership  interests in limited partnerships  affiliated with
         the  Partnership in July, and August 2000.  ORIG purchased 10 Interests
         in July  2000 and 45  Interests  in  August  2000 at prices of $230 per
         Interest.

         Section 14. Extensions of Tender Period; Terminations;  Amendments. The
Partnership has, or, if the Offer is  oversubscribed,  we have, the right at any
time and from time to time,  to extend the period of time during which the Offer
is open by giving each of you written notice of the  extension.  If there is any
extension, all Interests previously tendered and not purchased or withdrawn will
remain  subject to the Offer and may be  purchased  by us,  except to the extent
that such  Interests may be withdrawn as set forth in Section 4 of this Offer to
Purchase.

         If  the  Offer  is  oversubscribed,  we  have  the  right  to  purchase
additional  Interests.  If  either of us  decides,  in our sole  discretion,  to
increase the amount of  Interests  being sought and, at the time that the notice
of such increase is first published,  sent or given to holders of Interests, the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including,  the date that such notice
is first so published,  sent or given, then the Offer will be extended until the
expiration of such period of ten (10) business days.

         For purposes of the Offer,  a "business day" means any day other than a
Saturday,  Sunday or federal  holiday and consists of the time period from 12:01
a.m.  through 12:00 Midnight,  Eastern  Standard Time. We have the right: (i) to
terminate the Offer and not to purchase or pay for any Interests not  previously
purchased or paid for upon the occurrence of any of the conditions  specified in
Section  6 of this  Offer to  Purchase  by  giving  you  written  notice  of the
termination and making a public announcement of the termination;  or (ii) at any
time and from time to time, to amend the Offer in any respect.  All  extensions,
delays in payment or amendments will be followed by public announcements,  which
in the case of an  extension  will be  issued no later  than  9:00 a.m.  Eastern
Standard  Time,  on  the  next  business  day  after  the  previously  scheduled
Expiration Date.  Without limiting the manner in which we may choose to make any
public  announcement,  except as  provided by  applicable  law  (including  Rule
13e-4(e)(2) under the Exchange Act), we have no obligation to publish, advertise
or  otherwise  communicate  any  public  announcement,  other  than by issuing a
release to the Dow Jones News Service.

         Section 15. Fees and Expenses.  We will not pay any fees or commissions
to any  broker,  dealer or other  person for  soliciting  tenders  of  Interests
pursuant to the Offer. We will reimburse brokers, dealers,  commercial banks and
trust  companies  for  customary  handling  and  mailing  expenses  incurred  in
forwarding the Offer to their customers.


                                       30

<PAGE>



         Section 16.       Address; Miscellaneous.

         Address.  All executed copies of the Letter of Transmittal,  Substitute
         --------
Form W-9 and the  Certificate(s)  of Ownership for the Interests  being tendered
(or the  Affidavit)  must be sent via mail or overnight  courier  service to the
address  set forth  below.  Manually  signed  facsimile  copies of the Letter of
Transmittal will not be accepted. The Letter of Transmittal, Substitute Form W-9
and  Certificate(s)  of  Ownership  for the  Interests  being  tendered  (or the
Affidavit) should be sent or delivered by you or your broker, dealer, commercial
bank, trust company or other nominee as follows:

                  By Mail, Hand Delivery or Overnight Mail/Express:
                  NTS Investor Services
                  c/o Gemisys
                  7103 S. Revere Parkway
                  Englewood, CO 80112

         Any  questions,  requests for  assistance,  or requests for  additional
copies  of this  Offer to  Purchase,  the  Letter  of  Transmittal  or any other
documents  relating to this Offer also may be directed to NTS Investor  Services
c/o Gemisys at the above-listed  address or at (800) 387-7454 or by facsimile at
(303) 705-6171.

         Miscellaneous.  The Offer is not being  made to,  nor will  tenders  be
         --------------
accepted from,  limited partners residing in any jurisdiction in which the Offer
or its acceptance  would not comply with the securities or Blue Sky laws of such
jurisdiction. We are not aware of any jurisdiction in which the Offer or tenders
pursuant  to the  Offer  would  not be in  compliance  with  the  laws  of  that
jurisdiction.   We  reserve  the  right  to  exclude  limited  partners  in  any
jurisdiction  in which it is asserted that the Offer cannot lawfully be made. We
believe such exclusion is permissible  under  applicable  laws and  regulations,
provided  that we make a good faith  effort to comply  with any state law deemed
applicable to the Offer.

         We have filed a Tender  Offer  Statement  under  sections  14(d)(1) and
13(e)(1)  of the  Securities  Exchange  Act of 1934  on  Schedule  TO  with  the
Securities  and  Exchange  Commission   ("Commission")  which  includes  certain
information relating to the Offer summarized herein.  Copies of these statements
may be obtained from the  Partnership  by contacting  NTS Investor  Services c/o
Gemisys at the  address  and phone  number set forth in this  Section 16 of this
Offer to  Purchase  or from the public  reference  office of the  Commission  at
Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington D.C. 20549. The Commission
also maintains a site on the World Wide Web at http://www.sec.gov  that contains
reports electronically filed by the Partnership with the Commission.

                                                         NTS-Properties V


September 22, 2000

                                       31

<PAGE>



                                   Appendix A
                  The Partnership's Financial Statements Giving
                          Pro Forma Effect of the Offer

         The Partnership's financial statements for the years ended December 31,
1998  and  December  31,  1999  and the six  months  ended  June  30,  2000  are
incorporated  herein by reference.  These financial  statements are contained in
the Partnership's  Annual Reports on Form 10-K and Quarterly Report on Form 10-Q
filed with the  Securities  and Exchange  Commission  pursuant to the Securities
Exchange Act of 1934.  The  following  unaudited  pro forma  balance  sheets and
statements of operations of the  Partnership are presented to give effect of the
Offer as if it was  fully  subscribed  and  completed  as of June  30,  2000 and
December 31, 1999. The pro forma financial  statements contain certain financial
information  for the fiscal year ended  December  31, 1999  extracted or derived
from  the  Partnership's  Annual  Report  on Form  10-K  and  certain  financial
information  for the quarter  ended June 30, 2000  extracted or derived from the
Partnership's  Quarterly  Report on Form 10-Q. The Annual and Quarterly  Reports
contain more comprehensive  financial information than the information contained
herein.  The  information  extracted  from the Annual and  Quarterly  Reports is
qualified  in its  entirety  by  reference  to the  reports  and  the  financial
statements  (including  the  notes)  contained  in the  reports.  The pro  forma
financial statements present the quarterly and annual reports of the Partnership
giving effect of the Offer as if the Offer was fully subscribed and completed as
of June 30, 2000 and December 31, 1999, respectively.  The information presented
in these pro forma financial  statements is based on certain assumptions made by
the Partnership in its good faith  judgment,  such as, the amount of expenses it
will incur in administering the Offer.  These unaudited pro forma statements are
not necessarily  indicative of what the Partnership's actual financial condition
would have been for the year ended  December 31, 1999 or the quarter  ended June
30, 2000, nor do they purport to represent the future financial  position of the
Partnership.

                                       A-1

<PAGE>

<TABLE>


                                NTS-PROPERTIES V
                                ----------------
                               Unaudited Proforma
                               ------------------
                                 BALANCE SHEETS
                                 --------------

<CAPTION>
                                                                     Actual      Tender Proforma
                                                                      As of           As of
                                                                  June 30, 2000   June 30, 2000
                                                                  -------------   -------------
ASSETS
------
<S>                                                               <C>            <C>
Cash and equivalents                                              $   1,741,044  $    1,718,044
Cash and equivalents - restricted                                       239,265        239,265
Investment securities                                                        --             --
Accounts receivable                                                      53,670         53,670
Land, buildings and amenities, net                                   17,946,822     17,946,822
Other assets                                                            493,934        493,934
                                                                     ----------     ----------

                                                                  $  20,474,735  $  20,451,735
                                                                     ==========     ==========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable                                                 $  11,319,390  $  11,319,390
Distributions payable                                                        --             --
Accounts payable                                                        592,287        592,287
Security deposits                                                       160,507        160,507
Other liabilities                                                       342,839        342,839
                                                                     ----------     ----------

                                                                     12,415,023     12,415,023



PARTNERS' EQUITY                                                      8,059,712      8,036,712
                                                                     ----------     ----------

                                                                 $   20,474,735   $ 20,451,735
                                                                     ==========     ==========

</TABLE>



                                       A-2

<PAGE>

<TABLE>


                                NTS-PROPERTIES V
                                ----------------
                               Unaudited Proforma
                               ------------------
                             STATEMENT OF OPERATIONS
                             -----------------------

<CAPTION>
                                                                                             Tender               Tender
                                            Actual for three       Actual for the         Proforma for         Proforma for
                                              months ended           year ended           three months        the year ended
                                                June 30,            December 31,         ended June 30,        December 31,
                                                  2000                  1999                  2000                 1999
                                           -------------------   ------------------    ------------------    -----------------
REVENUES
--------
<S>                                            <C>                    <C>                  <C>                   <C>
Rental income                                  $     1,028,385        $   3,783,946        $    1,028,385        $   3,783,946
Rental income - affiliated                                  --                   --                    --                   --
Gain on sale of asset                                       --               52,051                    --               52,051
Interest and other income                               75,373              248,027                75,373              248,027
                                                 -------------         ------------         -------------         ------------

                                                     1,103,758            4,084,024             1,103,758            4,084,024
                                                 -------------         ------------         -------------         ------------

EXPENSES
--------
Operating expenses                                     269,088              920,334               269,088              920,334
Operating expenses - affiliated                        123,357              491,956               123,357              491,956
Write-off of unamortized land
improvements and amenities                                  --               30,913                    --               30,913
Loss on disposal of assets                                  --                   --                    --                   --
Interest expense                                       205,523              901,591               205,523              901,591
Management fees                                         58,712              221,467                58,712              221,467
Real estate taxes                                       90,311              378,628                90,311              378,628
Professional and administrative
expenses                                                37,130              209,046                37,130              209,046
Tender offer costs                                          --                   --                 5,000                5,000
Professional and administrative
expenses - affiliated                                   35,347              174,341                35,347              174,341
Depreciation and amortization                          226,902              835,018               226,902              835,018
                                                 -------------         ------------         -------------         ------------

                                                     1,046,370            4,163,294             1,051,370            4,168,294
                                                 -------------         ------------         -------------         ------------

Net loss                                     $          57,388       $      (79,270)        $      52,388       $      (84,270)
                                                 =============         ============         =============         ============

Net loss allocated to the Limited
Partners                                     $          56,814       $      (78,477)        $      51,864       $      (83,427)
                                                 =============         ============         =============         ============

Net loss per Limited Partnership
Unit                                        $             1.86    $           (2.39)       $         1.70       $        (2.55)
                                                 =============         ============         =============         ============

Weighted average number of
Limited Partnership Units                               30,621               32,861                30,521               32,761
                                                 =============         ============         =============         ============

</TABLE>



                                       A-3

<PAGE>



                                   Appendix B
                              ORIG's Balance Sheets

         The  following are the unaudited  balance  sheets of ORIG.  The balance
sheets contain  certain  financial  information  for the year ended December 31,
1999 and the eight months ended August 31, 2000.


















                                       B-1

<PAGE>

<TABLE>

                                    ORIG, LLC
                                    ---------
                                 BALANCE SHEETS
                                 --------------
                                   (UNAUDITED)
                                    ---------

<CAPTION>

For Year Ended December 31, 1999 and Eight Months Ended August 31, 2000.


                                                                  Year Ended      Eight Months Ended
ASSETS                                                         December 31, 1999   August 31, 2000
------                                                         -----------------   ----------------
<S>                                                             <C>                <C>
Cash                                                            $      5,574       $          40

Investments (Stated at Cost)

     NTS Properties III                                              274,500             336,176
     NTS Properties IV                                               492,820             675,369
     NTS Properties V                                                380,890           1,061,679
     NTS Properties VI                                             1,649,620           3,308,248
     NTS Properties VII                                              284,676             521,578
     NTS Properties Plus                                              10,300              16,866
     NTS Mortgage Income Fund                                             --               5,383
                                                                 -----------        ------------

Total Investments                                                  3,092,806           5,925,299

Tender Offer Acquisition Costs                                       119,711             217,508


                                                                 -----------        ------------
TOTAL ASSETS                                                    $  3,218,092       $   6,142,847
------------                                                     ===========        ============


LIABILITIES
-----------
     Accrued Interest - Bank of Louisville                                --               7,811

     Notes Payable - Bank of Louisville                         $         --       $   2,648,074


EQUITY
------

Equity
     Capital Contributions                                         3,160,675           3,512,475
     Retained Earnings - Prior Year                                       --              57,417
     Retained Earnings - Current Year                                 57,417             (82,930)
                                                                 -----------        ------------
                                                                   3,218,092           3,486,962


                                                                 -----------        ------------
TOTAL LIABILITIES AND EQUITY                                    $  3,218,092       $   6,142,847
----------------------------                                     ===========        ============

</TABLE>

                                       B-2

<PAGE>


                                                                  Exhibit (a)(2)





                          Form of Letter of Transmittal















<PAGE>



                              LETTER OF TRANSMITTAL

                           Regarding the Interests in

                               NTS - PROPERTIES V

       Tendered Pursuant to the Offer to Purchase Dated September 22, 2000

THE OFFER AND  WITHDRAWAL  RIGHTS WILL EXPIRE AT, AND THIS LETTER OF TRANSMITTAL
MUST BE RECEIVED BY THE PARTNERSHIP BY, 12:00 MIDNIGHT  EASTERN STANDARD TIME ON
FRIDAY,  DECEMBER 22, 2000 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED
BY OFFERORS.

[Investor Name]                              If applicable:

[Address]                                    [Custodian]

[City, State, Zip]                           [Address]

[Tax I.D. #]                                 [City, State, Zip]

[# of Interests]                             [Account #]

I am a  limited  partner  of  NTS-Properties  V.  I  hereby  tender  my  limited
partnership  interests or portion thereof,  as described and specified below, to
the  Offerors,  NTS-Properties  V (the  "Partnership"),  and  the  Partnership's
affiliate, ORIG, LLC, (the "Affiliate" and the Partnership are each an "Offeror"
and  collectively the "Offerors") upon the terms and conditions set forth in the
Offer to  Purchase,  dated  September  22,  2000  (collectively,  the  "Offer to
Purchase" and "Letter of Transmittal" constitute the "Offer").

THIS LETTER OF  TRANSMITTAL IS SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH
IN THE OFFER TO PURCHASE,  INCLUDING,  BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF
THE  OFFERORS TO REJECT ANY AND ALL TENDERS  DETERMINED  BY THEM,  IN THEIR SOLE
DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.

I hereby  represent and warrant that I have full authority to sell my interests,
or portion  thereof,  to the  Offerors,  and that the Offerors will acquire good
title,  free and clear of any adverse  claim.  Upon request,  I will execute and
deliver any additional  documents necessary to complete the sale of my interests
in  accordance  with  the  terms  of the  Offer.  In the  event  of my  death or
incapacity, all authority and obligation shall be placed with my heirs, personal
representatives and successors.

I hereby appoint NTS-Properties  Associates IV (without posting of a bond) as my
attorney-in-fact  with respect to my interests,  with full power of substitution
(such power of attorney being deemed to be an irrevocable  power coupled with an
interest), to: (1) transfer ownership of my interests on the Partnership's books
to the  respective  Offeror,  (2) change the  address of record of my  interests
prior  to or after  completing  the  transfer,  (3)  execute  and  deliver  lost
certificate  indemnities  and all  other  transfer  documents,  (4)  direct  any
custodian  or  trustee  holding  record  title  to the  interests  to do what is
necessary,  including  executing  and  delivering  a  copy  of  this  Letter  of
Transmittal,  and (5) upon  payment by the  respective  Offeror of the  purchase
price, to receive all benefits and cash distributions and otherwise exercise all
rights of beneficial ownership of my interests hereby tendered.

                                                                          (Over)



<PAGE>



                        INSTRUCTIONS TO TENDER INTERESTS

     Please complete the following steps to tender your interests:

o    Complete Part 1. by inserting the number of interests you wish to tender.

o    Complete Part 2. by providing your telephone number(s).

o    Complete Part 3. by providing the appropriate signature(s).  (Note: if your
     account is held by a Trustee or Custodian, sign below and forward this form
     to the Trustee or Custodian at the address  noted on the first page of this
     Letter of Transmittal to complete the remaining steps). All signatures must
     be notarized by a Notary Public.

o    Return your original  Certificate(s)  of Ownership  for the interests  with
     this form.  If you are unable to locate your  Certificate(s)  of Ownership,
     complete  the   Affidavit   and   Indemnification   Agreement  for  Missing
     Certificate(s) of Ownership.

PART 1.  NUMBER OF INTERESTS IN THE PARTNERSHIP TO BE TENDERED:

[ ]    I tender my entire interest in the  Partnership of ________ interests for
       a price of $230.00 per interest.

[ ]    I tender _______ interests, representing only a portion of my interest in
       the Partnership, for a price of $230.00 per interest.

PART 2.  TELEPHONE NUMBER(S).

My telephone numbers are: (___)________ [Daytime]  and  (___)_________ [Evening]


PART 3.  SIGNATURE(S).

FOR INDIVIDUALS/JOINT OWNERS:



Print Name of limited partner                   Print Name of joint owner


Signature of limited partner                    Signature of joint owner
Sworn to me this ___ day                        Sworn to me this ___ day
of __________, 2000.                            of ____________, 2000.


Notary Public                                   Notary Public

FOR CUSTODIAL/TRUSTEE/IRA ACCOUNTS:



Print Name of Signatory                         Signature
                                                Sworn to me this ____ day
                                                of __________, 2000.

Title of Signatory
                                                Notary Public

Return  or  Deliver:   (1)  this  Letter  of  Transmittal;   (2)  your  original
Certificate(s)  of Ownership for the  interests,  or if you are unable to locate
your Certificate(s) of Ownership,  the Affidavit and  Indemnification  Agreement
for Missing  Certificate(s) of Ownership;  and (3) the Substitute Form W-9 on or
before the Expiration Date to:

                              NTS INVESTOR SERVICES
                                   C/O GEMISYS
                             7103 S. REVERE PARKWAY
                               ENGLEWOOD, CO 80112
                For additional information, call: (800) 387-7454.

<PAGE>


                                                                  Exhibit (a)(3)






               Form of Affidavit and Indemnification Agreement for
                       Missing Certificate(s) of Ownership



















<PAGE>



                     AFFIDAVIT AND INDEMNIFICATION AGREEMENT
                     FOR MISSING CERTIFICATE(S) OF OWNERSHIP

State of ______________
County of _____________

_____________________________________
_____________________________________
_____________________________________ (The "Investor")

being duly sworn, deposes and says:

        1. The Investor is of legal age and is the true and lawful,  present and
sole,  record and  beneficial  owner of _________  (insert  number of interests)
limited  partnership  interests  (the  "Interests")  of  NTS-Properties  V, (the
"Partnership").  The Interests were represented by the following  Certificate(s)
of Ownership (the "Certificate(s)") issued to the Investor:

Certificate(s) No.              Number of Interests                  Date Issued
------------------              -------------------                  -----------


The  Certificate(s)  was (were) lost,  stolen,  destroyed or misplaced under the
following circumstances:

_____________________________________________________ and after diligent search,
the Certificate(s)could not be found.

         2. Neither the  Certificate(s) nor any interest therein has at any time
been  sold,  assigned,  endorsed,  transferred,  pledged,  deposited  under  any
agreement or other disposed of, whether or not for value, by or on behalf of the
investor. Neither the Investor nor anyone acting on the Investor's behalf has at
any time signed any power of  attorney,  any stock power or other  authorization
with  respect  to the  Certificate(s)  and no person or entity of any type other
than the Investor has or has asserted any right,  title, claim or interest in or
to the Certificate(s) or to the Interests represented thereby.

         3. The Investor hereby requests, and this Affidavit and Indemnification
Agreement is made and given in order to induce the Partnership, (i) to refuse to
recognize any person other than the Investor as the owner of the  Certificate(s)
and (ii) to refuse to make any  payment,  transfer,  registration,  delivery  or
exchange called for by the  Certificate(s) to any person other than the Investor
and to refuse the Certificates or to make the payment,  transfer,  registration,
delivery  or exchange  called for by the  Certificate(s)  without the  surrender
thereof or cancellation.

         4. If the Investor or the representative or the assigns of the Investor
should  find or  recover  the  Certificate(s),  the  Investor  will  immediately
surrender  and  deliver the same to the  Partnership  for  cancellation  without
requiring any consideration thereof.

         5. The Investor agrees in consideration of the issuance to the Investor
of a new certificate in substitution  for the  Certificate(s),  to indemnify and
hold harmless the  Partnership,  each general partner of the  Partnership,  each
affiliate  of the  Partnership  and  any  person,  firm  or  corporation  now or
hereafter  acting  as  the  transfer  agent,  registrar,   trustee,  depositary,
redemption,  fiscal or paying agent of the Partnership, or in any other capacity
and their  respective  successors  and  assigns,  from and  against  any and all
liabilities,  losses,  damages,  costs and expenses of every  nature  (including
reasonable  attorney's  fees) in  connection  with, or arising out of, the lost,
stolen,  destroyed or mislaid  Certificate(s) without the surrender thereof and,
whether or not: (a) based upon or arising out of the honoring of, or refusing to
honor, the Certificate(s) when presented to anyone, (b) or based upon or arising
from  inadvertence,   accident,   oversight  or  neglect  on  the  part  of  the
Partnership, its

                                                                          (Over)


<PAGE>



the surrender  thereof and, whether or not: (a) based upon or arising out of the
honoring of, or refusing to honor, the Certificate(s)  when presented to anyone,
(b) or based upon or arising from inadvertence,  accident,  oversight or neglect
on the part of the  Partnership,  its  affiliates or any general  Partner of the
Partnership,  agents,  clerk,  or  employee  of the  Partnership  or any general
partner of the  Partnership  and/or  the  omission  or  failure to inquire  into
contest or  litigate  the right of any  applicant  to receive  payment,  credit,
transfer,  registration,  exchange or delivery in respect of the  Certificate(s)
and/or the new  instrument or  instruments  issued in lieu  thereof,  (c) and/or
based  upon or  arising  out of any  determination  which the  Partnership,  its
affiliates or any general  partner thereof may in fact makes as to the merits of
any such claim,  right,  or title,  (d) and/or  based upon or arising out of any
fraud or negligence on the part of the Investor in connection with reporting the
loss of the  Certificate(s) and the issuance of new instrument or instruments in
lieu thereof,  (e) and/or based upon or arising out of any other matter or thing
whatsoever it may be.

         6. The Investor  agrees that all notices,  requests,  demands and other
communications  under this Affidavit and  Indemnification  Agreement shall be in
writing  and  shall be  mailed  to the  party to whom  notice  is to be given by
certified or registered mail,  postage prepaid;  if intended for the Partnership
shall be addressed to Gemisys, 7103 S. Revere Pkwy.,  Englewood, CO 80112 Attn.:
NTS Investor Services, or such other address as the Partnership shall have given
notice to the Investor at the address set forth at the end of this Affidavit and
Indemnification  Agreement or at such other  address as the Investor  shall have
given prior notice to the Partnership in a manner herein provided.

         7. No  waiver  shall be  deemed  to be made by the  Partnership  or its
affiliates of any of its rights  hereunder  unless the same shall be in writing,
and each  waiver,  if any,  shall be a waiver only with  respect to the specific
instance  involved and shall in no way impair the rights of the  Partnership  or
its  affiliates or the  obligations  of the Investor in any other respect at any
other time.

         8. The provisions of this Affidavit and Indemnification Agreement shall
be binding  upon and inure to the benefit of the  successors  and assigns of the
Partnership and its affiliates and the Investor.

         9.       This Affidavit and Indemnification Agreement shall be governed
by and construed in accordance with the laws of the State of Maryland.


                          Investor Signature
                          (Please sign exactly as name appears on certificate)


                           Investor Signature
                           (if held jointly)


                           Name

                           Address


Sworn to me this ____ day of
________________, 2000.


Notary Public
My commission expires: _____ /_____ /





<PAGE>


                                                                  Exhibit (a)(4)






                        Form of Letter to Limited Partners




















<PAGE>



                                [NTS letterhead]

                               September 22, 2000

Account Name 1
Account Name 2
Address
City, State Zip

To our Limited Partners:

         Enclosed  for  your  review  is  an  Offer  to  Purchase  your  limited
partnership interests. Please read all of the enclosed material carefully before
deciding to tender your interests.


         ------------------------------------------------------------
         |  You  currently  own ____  interests.  The  Partnership  |
         |  is offering to purchase  your  interests  for  $230.00  |
         |  per  interest,  or a total of  $__________, subject to  |
         |  the terms of the Offer.                                 |
         |                                                          |
         |  Payment will be made within five business days of the   |
         |  expiration of the Offer.                                |
         ------------------------------------------------------------

We invite your attention to the following:

o    This Offer is being made to all limited partners.

o    Up to 100 interests may be purchased by the  Partnership  and an additional
     100 interests may be purchased by the Partnership's  affiliate,  ORIG, LLC.
     If more than 200  Interests  are tendered,  the  Partnership  may decide to
     purchase  more than 100 interests and ORIG may decide to purchase more than
     100 interests or the  Partnership and ORIG may decide to purchase less than
     all of the interests tendered on a pro rata basis.

o    The Offer will expire at 12:00 midnight,  Eastern Standard Time on December
     22, 2000, unless the Offer is extended.

         After reading the Offer to Purchase (white),  if you wish to tender any
or all of your  interests,  complete  and return to NTS  Investor  Services  c/o
Gemisys, before December 22, 2000, the following:

                  (1)      the Letter of Transmittal (blue);

                  (2)      the Substitute Form W-9 (green); and

                  (3)      the Certificate(s) of Ownership for the interests or,
                           if you are  unable to locate  the  Certificate(s)  of
                           Ownership, complete the Affidavit and Indemnification
                           Agreement  for Missing  Certificate(s)  of  Ownership
                           (yellow).

                              NTS INVESTOR SERVICES
                                   C/O GEMISYS
                             7103 S. REVERE PARKWAY
                               ENGLEWOOD, CO 80112

                For additional information, call: (800) 387-7454



<PAGE>


                                                                  Exhibit (a)(5)






                      Substitute Form W-9 with Guidelines














<PAGE>
                               Substitute Form W-9


o        Purpose of the Substitute Form W-9

         Each  tendering   Limited   Partner  is  required  to  provide  to  the
Partnership  its correct  Taxpayer  Identification  Number ("TIN") on Substitute
Form W-9 which is provided below,  and to certify whether the Limited Partner is
subject to backup  withholding of federal income tax. If the  Partnership is not
provided  with the correct  TIN,  the  Limited  Partner may be subject to a $500
penalty  imposed by the  Internal  Revenue  Service  (the  "IRS").  In addition,
failure to provide  the  information  on  Substitute  Form W-9 may  subject  the
tendering  Limited  Partner to 31% federal income tax withholding on the payment
of the  purchase  price of all  Interests  purchased  by the  Offerors  from the
Limited Partner pursuant to this Offer.

o        Instructions for filling out the Substitute Form W-9

         Each tendering  Limited  Partner must fill out the Substitute  Form W-9
below by: (1) inserting their TIN; (2) certifying whether the Limited Partner is
subject to backup withholding of federal income tax; and (3) signing the form.

         If the  tendering  Limited  Partner  is an  individual,  the TIN is the
Limited Partner's social security number.

         If the tendering  Limited Partner has been notified by the IRS that the
Limited Partner is subject to backup withholding, the Limited Partner must cross
out item (2) of the  "Certification"  box of  Substitute  Form W-9,  unless  the
Limited  Partner has since been notified by the IRS that the Limited  Partner is
no longer subject to backup  withholding.  If backup  withholding  applies,  the
Partnership  is  required to withhold  31% of any  payments  made to the Limited
Partner.  Backup withholding is not an additional tax. Rather, the tax liability
of persons  subject to backup  withholding  will be reduced by the amount of tax
withheld.  If  withholding  results in an  overpayment of taxes, a refund may be
obtained from the IRS.

         If the  tendering  Limited  Partner  has not been  issued a TIN and has
applied  for one or intends  to apply for one in the near  future,  the  Limited
Partner  should write  "Applied For" in the space provided for the TIN in Part I
of the  Substitute  Form W-9,  and sign and date the  Substitute  Form  W-9.  If
"Applied  For" is written in Part I and the  Partnership  is not provided with a
TIN within 60 days,  the  Partnership  will  withhold 31% on all payments of the
purchase  price  to  the  Limited  Partner  until  a  TIN  is  provided  to  the
Partnership.

         Certain Limited Partners (including, among others, all corporations and
certain  foreign  individuals)  are not subject to these backup  withholding and
reporting  requirements.  In order for a foreign  individual  to  qualify  as an
exempt  recipient,  the  individual  must submit an Internal  Revenue  Form W-8,
signed under penalties of perjury, attesting to such individual's exempt status.
A Form W-8 may be obtained from NTS Investor Services c/o Gemisys at the address
and telephone  number provided in Section 15,  "Address;  Miscellaneous"  of the
Offer to Purchase.

         For complete instructions on how to fill out Substitute Form W-9, refer
to the Guidelines enclosed.

                                                                          (OVER)


<PAGE>

________________________________________________________________________________
SUBSTITUTE          | Part I -- Taxpayer Identification |
FORM W-9            | Number -- For all accounts, enter |  ___________________
                    | your TIN in the box at right.     |  Social Security No.
                    | (For most individuals, this is    |
Department of the   | your social security number.)     |
Treasury            | Certify by signing and dating     |   OR
Internal Revenue    | below.                            |
Service             |                                   |   ___________________
                    |                                   |   Employer
Payer's Request     |                                   |   Identification No.
for Taxpayer        |                                   |
Identification      |                                   |
Number (TIN)        |                                   |
                    |                                   |   (If awaiting a TIN
                    |                                   |   write "Applied For"
                    |                                   |   in the space above).
____________________|___________________________________|_______________________

Part II -- For payees exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
________________________________________________________________________________

Certification -- Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer  Identification  Number
(or I am waiting for a number to be issued to me). and

(2) I am not subject to backup  withholding  either because (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue Service
(the  "IRS") that I am subject to backup  withholding  as a result of failure to
report all  interest or  dividends,  or (c) the IRS has notified me that I am no
longer subject to backup withholding.

Certificate  Instructions -- You must cross out item (2) above, if you have been
notified by the IRS that you are subject to backup withholding  because of under
reporting  interest or  dividends  on your tax return.  However,  if after being
notified by the IRS that you were  subject to backup  withholding  you  received
another  notification  from the IRS that you are no  longer  subject  to  backup
withholding,  do not cross out item (2). (Also see  instructions in the enclosed
Guidelines.)
________________________________________________________________________________

SIGNATURE __________________________________  DATE _________________ ,  ________

________________________________________________________________________________



<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. -
Social  Security  numbers  have nine  digits  separated  by two  hyphens,  e.g.,
000-00-0000.  Employer identification numbers have nine digits separated by only
one hyphen, e.g., 00-0000000.  The table below will help determine the number to
give the payer.


                                     Give the SOCIAL
For this type of account:            SECURITY
                                     number of -
------------------------------------ --------------------------
1.  An individual's account          The individual

2.  Two or more individuals          The actual owner of
    (joint account)                  the account or, if
                                     combined funds, the
                                     first individual on the
                                     account(1)

3.  Husband and wife (joint          The actual owner of
    account)                         the account or, if joint
                                     funds, either person(1)

4.  Custodian account of a           The minor(2)
    minor (Uniform Gift to Minors
    Act)

5.  Adult and minor (joint           The adult or, if the
    account)                         minor is the only
                                     contributor, the
                                     minor(1)

6.  Account in the name of           The ward, minor, or
    guardian or committee for a      incompetent person(3)
    designated ward, minor, or
    incompetent person

7. a.  A revocable savings trust     The grantor-trustee(1)
       account (in which grantor
       is also trustee)

   b. Any "trust" account that       The actual owner(1)
      is not a legal or valid trust
      under State law


                                     Give the EMPLOYER
For this type of account:            IDENTIFICATION
                                     number of -
------------------------------------ --------------------------
8.   Sole proprietorship account     The owner(4)

9.   A valid trust, estate, or       The legal entity (do
     pension trust                   not furnish the
                                     identifying number of
                                     the personal
                                     representative or
                                     trustee unless the
                                     legal entity itself is not
                                     designated in the
                                     account title)(5)

10.  Corporate account               The corporation

11.  Religious, charitable, or       The organization

12.  Partnership account held in     The partnership

13.  Association, club, or other     The organization

14.  A broker or registered          The broker or nominee

15.  Account with the Department     The public entity
     of Agriculture in the name of
     a public entity (such as a
     State or local government,
     school district, or prison) that
     receives agricultural program
     payments
------------------------------------ --------------------------

(1)  List first and circle the name of the person whose number you furnish.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  Circle the ward's,  minor's or incompetent  person's  name and furnish such
     person's social security number.

(4)  Show  the  name of the  owner.  If the  owner  does  not  have an  employer
     identification  number,  furnish the owner's social  security  number.

(5)  List first and circle the name of the legal trust, estate or pension trust.

Note: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.

<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9
                                     Page 2

Obtaining a Number
If you do not have a  taxpayer  identification  number  or you do not know  your
number,  obtain Form SS-5,  Application  for a Social  Security Number Card (for
individuals),  or Form SS-4, Application for Employer Identification Number (for
businesses  and  all  other  entities),  at an  office  of the  Social  Security
Administration or the Internal Revenue Service.

To complete  Substitute Form W-9, if you do not have a tax payer  identification
number, write "Applied For" in the space for the taxpayer  identification number
in Part 1, sign and date the Form, and give it to the requester.  Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish it
to the requester. If the requester does not receive your taxpayer identification
number within 60 days, backup  withholding,  if applicable,  will begin and will
continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding Penalties
Payees specifically exempted from backup withholding on ALL payments include the
following:*
     o    A corporation.
     o    A financial institution.
     o    An organization exempt from tax under section 501(a), or an individual
          retirement plan, or a custodial account under section 403(b)(7).
     o    The United States or any agency or instrumentality thereof.
     o    A State, the District of Columbia, a possession of the United States,
          or any political subdivision or instrumentality thereof.
     o    A foreign government or a political subdivision, agency or
          instrumentality thereof.
     o    An international organization or any agency or instrumentality
          thereof.
     o    A registered dealer in securities or commodities registered in the
          United States or a possession of the United States.
     o    A real estate investment trust.
     o    A common trust fund operated by a bank under section 584(a).
     o    An entity registered at all times during the tax year under the
          Investment Company Act of 1940.
     o    A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
     o    Payments to nonresident aliens subject to withholding under section
          1441.
     o    Payments to partnerships not engaged in a trade or business in the
          United States and which have at least one nonresident partner.
     o    Payments of patronage dividends where the amount received is not paid
          in money.
----------
* Unless  otherwise noted herein,  all references below to section numbers or to
  regulations  are references to the Internal  Revenue Code and the  regulations
  promulgated thereunder.
     o    Payments made by certain foreign organizations.
     o    Payments made to a nominee.

Payments of interest not  generally  subject to backup  withholding  include the
following:
     o    Payments of interest on obligations issued by individuals.  Note: You
          may be subject to backup  withholding if (i) this interest is $600 or
          more, (ii) the interest is paid in the course of the payer's trade or
          business and (iii) you have not provided your correct taxpayer
          identification number to the payer.
     o    Payments of tax-exempt interest (including exempt interest dividends
          under section 852).
     o    Payments described in section 6049(b)(5) to nonresident aliens.
     o    Payments on tax-free covenant bonds under section 1451.
     o    Payments made by certain foreign organizations.
     o    Payments made to a nominee.

Exempt  payees  described  above  should  file a  Substitute  Form  W-9 to avoid
possible erroneous backup  withholding.  FILE THIS FORM WITH THE PAYER,  FURNISH
YOUR TAXPAYER  IDENTIFICATION  NUMBER,  WRITE  "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest,  dividends,  and patronage  dividends that
are not  subject  to  information  reporting  are also  not  subject  to  backup
withholding.  For details,  see the regulations  under sections 6041,  6041A(a),
6045, and 6050A.

Privacy  Act  Notice.- Section  6109  requires  most  recipients  of  dividends,
interest,  or other payments to give taxpayer  identification  numbers to payers
who  must  report  the  payments  to the  IRS.  The IRS  uses  the  numbers  for
identification  purposes  and to help  verify the  accuracy  of your tax return.
Payers must be given the numbers  whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest,  dividends,
and  certain  other  payments  to a  payee  who  does  not  furnish  a  taxpayer
identification number to a payer. Certain penalties may also apply.

Penalties
(1) Penalty for Failure to Furnish Taxpayer  Identification  Number.-If you fail
to furnish your taxpayer  identification number to a payer, you are subject to a
penalty of $50 for each such failure  unless your  failure is due to  reasonable
cause and not to willful  neglect.
(2) Civil Penalty for False Statements With Respect to Withholding.-If  you make
a  false  statement with  no reasonable  basis which results in no imposition of
backup  withholding,  you  are  subject  to  a  penalty  of $500.  (3)  Criminal
Penalty  for   Falsifying   Information.-If   you  falsify   certifications   or
affirmations,  you are  subject to criminal  penalties  including  fines  and/or
imprisonment.
                           FOR ADDITIONAL INFORMATION
                       CONTACT YOUR TAX CONSULTANT OR THE
                            INTERNAL REVENUE SERVICE

<PAGE>


                                                                     Exhibit (b)






                              Loan Agreement Dated

                                August 15, 2000,

                                     between

                                    ORIG, LLC

                                       and

                             The Bank of Louisville












<PAGE>
<PAGE>

                                 LOAN AGREEMENT

                           dated as of August 15, 2000

                                     between

                               BANK OF LOUISVILLE

                                  as the Lender

                                       and

                                    ORIG, LLC

                                 as the Borrower

                                  and joined by

                                  J. D. NICHOLS
                                       and
                                   BRIAN LAVIN

                                as the Guarantors














<PAGE>

                               TABLE OF CONTENTS


SECTION I         DEFINITIONS..................................................1


SECTION II        REVOLVING CREDIT LOAN........................................5

         2.01     Amount of Revolving Credit...................................5
         2.02     Term of the Revolving Credit.................................5
         2.03     Revolving Credit Loans.......................................5
         2.04     The Revolving Credit Notes...................................8
         2.05     Interest on Revolving Credit Loans...........................8
         2.06     Minimum Principal Balance....................................9
         2.07     Notation of Disbursements and Payments.......................9
         2.08     Principal and Interest Payments..............................9
         2.09     Mandatory Prepayments........................................9
         2.10     Optional Principal Payments..................................9
         2.11     Application of Payments.....................................10
         2.12     Application of Principal Payments...........................10
         2.13     Purposes of Loans...........................................10
         2.14     Certain limitations on Revolving Credit Loan Advances.......10

SECTION III       SECURITY FOR THE LOANS......................................11

         3.01     Right of Offset.............................................11
         3.02     Security Interest in Partnership Interests..................11
         3.03     Guaranties..................................................11

SECTION IV        CONDITIONS PRECEDENT........................................11

         4.01     Conditions Precedent to the first Revolving Credit Loan.....11
         4.02     Conditions Preceding to Subsequent Revolving Credit Loans...13

SECTION V         GENERAL COVENANTS...........................................13

         5.01     Insurance...................................................13
         5.02     Taxes and Other Payment Obligations.........................15
         5.03     Financial Statements........................................15
         5.04     Financial Records...........................................16
         5.05     Properties..................................................16
         5.06     Existence and Good Standing.................................16
         5.07     Notice Requirements.........................................17
         5.08     Revolving Credit Notes and Other Borrower Documents.........17
         5.09     Compliance with Law.........................................17
         5.10     Liens.......................................................17
         5.11     Limit on Indebtedness, Guarantees, Etc......................18
         5.12     Articles of Organization and Operating Agreement............18
         5.13     Mergers, Sales, Transfers and Other Dispositions of Assets..18
         5.14     Loans.......................................................19

                                      - i -

<PAGE>

         5.15     No Change in Ownership......................................19
         5.16     Payment of Distributions....................................19
         5.17     ERISA Compliance............................................19
         5.18     Joinder of Subsidiaries.....................................20

SECTION VI        REPRESENTATIONS AND WARRANTIES..............................20

         6.01     Organization and Existence..................................20
         6.02     Right to Act................................................20
         6.03     No Conflicts................................................21
         6.04     Authorization...............................................21
         6.05     Enforceable Agreements......................................21
         6.06     Contingent Obligations......................................21
         6.07     Litigation..................................................21
         6.08     Financial Statements........................................21
         6.09     Compliance with Contractual Obligations, Laws and Judgments.22
         6.10     Investment Company..........................................22
         6.11     Tax Returns.................................................22
         6.12     No Undisclosed Liabilities or Guaranties....................22
         6.13     Title to Properties.........................................22
         6.14     Trademarks and Permits......................................22
         6.15     No Defaults.................................................23
         6.16     Employee Benefit Plans......................................23
         6.17     No Material Adverse Conditions..............................23
         6.18     Regulations Q and U.........................................23
         6.19     Environmental Matters.......................................23
         6.20     No Public Utility Holding Company...........................24
         6.21     No Subsidiaries.............................................24
         6.22     Disclosure..................................................24

SECTION VII       EVENTS OF DEFAULT...........................................24

         7.01     Failure to Pay..............................................24
         7.02     No Notice Required..........................................24
         7.03     Notice Required.............................................24
         7.04     Falsity of Representation or Warranty.......................25
         7.05     Judgments...................................................25
         7.06     Adverse Financial Change....................................25
         7.07     Other Obligations...........................................25
         7.08     Dissolution or Termination of Existence.....................25
         7.09     Solvency....................................................25

SECTION VIII      REMEDIES UPON DEFAULT.......................................26

         8.01     Right to Offset.............................................26
         8.02     Enforcement of Rights.......................................26
         8.03     Rights Under Security Instruments...........................27
         8.04     Cumulative Remedies.........................................27

                                     - ii -

<PAGE>

SECTION IX        FEES AND EXPENSES...........................................27

         9.01     Transaction Expenses........................................27
         9.02     Enforcement Expenses........................................27

SECTION X         MISCELLANEOUS PROVISIONS....................................28

         10.01    Business Days...............................................28
         10.02    Term of this Agreement......................................28
         10.03    No Waivers..................................................28
         10.04    Course of Dealing...........................................28
         10.05    Certain Waivers by the Borrower and the Guarantors..........28
         10.06    Severability................................................28
         10.07    Time of the Essence.........................................28
         10.08    Benefit and Binding Effect..................................28
         10.09    Further Assurances..........................................29
         10.10    Incorporation by Reference..................................29
         10.11    Entire Agreement; No Oral Modifications.....................29
         10.12    Headings....................................................29
         10.13    Governing Law...............................................29
         10.14    Assignments.................................................29
         10.15    Multiple Counterparts.......................................29
         10.16    Notices.....................................................30
         10.17    Survival of Covenants.......................................31
         10.18.   Consent to Jurisdiction.....................................31
         10.20    JURY TRIAL WAIVER.........................................31-A
         10.21    ACKNOWLEDGMENT............................................31-A

                                    - iii -

<PAGE>

                                 LOAN AGREEMENT
                                 --------------


This is a Loan Agreement (this "Agreement") dated as of August 15, 2000, between

        BANK OF LOUISVILLE
        a Kentucky banking corporation
        500 W. Broadway
        Louisville, Kentucky 40202                                (the "Lender")

        and

        ORIG, LLC
        a Kentucky limited liability company
        10172 Linn Station Road 200
        Louisville, Kentucky 40223
        Attn: Neil Mitchell                                     (the "Borrower")

        and joined in by

        J. D. NICHOLS
        10172 Linn Station Road 200
        Louisville, Kentucky 40223                                   ("Nichols")

        and

        BRIAN LAVIN
        10172 Linn Station Road 200
        Louisville, Kentucky 40223                                     ("Lavin")


                                    Recitals
                                    --------

     The Lender intends to provide to the Borrower,  and the Borrower would like
to avail itself of the Revolving Credit Loan subject to the terms and conditions
of this Agreement.

        NOW, THEREFORE, the parties agree as follows:

                                    SECTION I
                                    ---------

                                   Definitions
                                   -----------

         As used in this Agreement, the following terms shall have the following
meanings and the meanings  assigned to them shall be equally  applicable to both
the singular and plural forms of the terms defined:

<PAGE>

         "Affiliate"  shall  mean any  Person  (a) who  directly  or  indirectly
through one or more  intermediaries  controls,  or is controlled by, or is under
common  control  with, a Person,  or (b) five percent (5%) or more of the equity
interests of whom is  beneficially  owned or held by such Person or a subsidiary
of such Person. The term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
a Person,  whether  through the  ownership  of equity  interest,  by contract or
otherwise.

         "Borrower" shall mean ORIG, LLC, together with all existing, as well as
future Subsidiaries of ORIG, LLC.

         "Borrower  Documents"  shall mean,  collectively,  this Agreement,  the
Revolving Credit Notes, the Pledge  Agreement,  the Guaranty  Agreements and any
and all other documents to be executed  and/or  delivered by the Borrower and/or
the Guarantors which relate to this Agreement.

         "Business  Day" shall  mean any day other than a Saturday  or Sunday or
legal holiday on which  commercial banks are authorized or required to be closed
for business in the Commonwealth of Kentucky.

         "Closing Date" shall mean August 15, 2000.

         "Collateral"  shall mean any and all of the property of the Borrower in
which the Borrower grants the Lender a security interest.

         "CPA  Firm"  shall  mean  the  Borrower's  firm  of  certified   public
accountants  which  regularly  performs  accounting  services for the  Borrower,
provided that such firm is reasonably satisfactory to the Lender in the Lender's
discretion.

         "Distribution"  shall  mean any  amount  of  money  or  other  property
declared or paid,  or set apart for the purpose of payment of, any  distribution
on or in  respect  of any  capital,  income or other  interest  in the  Borrower
(including,  without limitation,  any "membership  interest" or similar interest
under any operating agreement) and/or the purchase, retirement, reacquisition or
redemption  of any capital,  income,  membership or other  interest  (including,
without  limitation,  any  "membership  interest" or similar  interest under any
operating agreement) and/or any distribution by way of reduction of capital.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time. Section references to ERISA are to ERISA as in effect
on the date of this Agreement and any subsequent  provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.

         "Event of  Default"  shall  mean any one of the  occurrences  which are
Events of Default under Section VII of this Agreement.

         "GAAP" shall mean generally accepted accounting principles applied on a
basis consistent with prior periods.

                                     -2-

<PAGE>

         "Guarantors" shall mean Nichols and Lavin.

         "Guaranty  Agreements"  shall  mean,  collectively,  (a)  the  Guaranty
Agreement  dated as of August 15, 2000 among the Lender,  the Borrower,  and (b)
the  Guaranty  Agreement  dated as of August 15,  2000,  among the  Lender,  the
Borrower  and Lavin.  "Guaranty  Agreement"  shall mean  either of the  Guaranty
Agreements.

         "Indebtedness"  shall mean all  obligations,  contingent  or otherwise,
which,  in accordance  with GAAP,  should be classified on the Person's  balance
sheet as liabilities.

         "Loan" shall mean any Revolving Credit Loan, and "Loans" shall mean all
of the Revolving Credit Loans, collectively.

         "Note"  shall mean any of the  Revolving  Credit  Notes and any note or
notes delivered in renewal,  replacement,  substitution extension or novation of
any of them.

         "NTS  III"  shall  mean   NTS-Properties  III,  a  limited  partnership
organized under the laws of the State of Georgia.

         "NTS IV" shall mean NTS-Properties IV, a limited partnership  organized
under the laws of the Commonwealth of Kentucky.

         "NTS V" shall mean NTS-Properties V, a Maryland Limited Partnership,  a
limited partnership organized under the laws of the State of Maryland.

         "NTS VI" shall mean NTS-Properties VI, a Maryland Limited  Partnership,
a limited partnership organized under the laws of the State of Maryland.

         "NTS VII" shall mean  NTS-Properties  VII, Ltd., a limited  partnership
organized under the laws of the State of Florida.

         "NTS Plus" shall mean NTS-Properties  Plus, Ltd., a limited partnership
organized under the laws of the State of Florida.

         "Partnership"  shall  mean any of NTS III,  NTS IV,  NTS V, NTS VI, NTS
VII,  and/or  NTS  Plus,  and  "Partnerships"  shall  mean  all of  them  or any
combination of them.

         "Partnership   Interests"   shall  mean  all  general   and/or  limited
partnership  interest or interests of the Borrower  from time to time in any one
or more of the  Partnerships to the maximum extent  permitted by law,  including
Florida Statutes ss. 620.102,  Georgia Code Ann. ss. 14-9-101,  Kentucky Revised
Statutes  ss.  362.401 and  Maryland  Code Ann. ss.  10-101,  and shall  include
without  limitation  the right to  profits,  distributions,  return of  capital,
partner  loans or  advances,  and all rights to vote for,  consent or  otherwise
approve any matter.  The  Partnership  Interests  of the Borrower on the date of
this  Agreement are described on Schedule  1(P) to this  Agreement.  Partnership
Interests  in one or more of the  Partnerships  acquired  after the date of this
Agreement are not described on Schedule 1(P)  (although they may be described in
one or

                                      -3-

<PAGE>

more  Supplements  to Pledge  Agreements),  but such  failure to be described on
Schedule 1(P) does not derogate from those interests in the  Partnerships  being
Partnership Interests.

         "Partnership   Notice  and  Assignment"   shall  mean  a  notice  to  a
Partnership of the pledge of a Partnership  Interest or  Partnership  Interests,
together  with  the   acknowledgement   by  the   Partnership  of  that  pledge,
satisfactory  in all respects to the Lender and generally in the form of Annex E
                                                                         -------
to this Agreement.

         "Prime  Rate" shall mean the rate of interest  announced  by the Lender
from time to time as its Prime Rate,  as that Prime Rate may change from time to
time,  provided,  however,  the Prime Rate is not necessarily the best or lowest
rate offered by the Lender to its customers.

         "Person"  shall mean any  individual,  partnership,  limited  liability
company, association, trust, corporation or other entity.

         "Plan" or "Plans"  means,  at any time, an employee  pension or benefit
plan which is covered by Title IV of ERISA and is either (a)  maintained  by the
Borrower,  or (b) maintained  pursuant to a collective  bargaining  agreement or
similar  arrangement under which more than one employee makes  contributions and
to which the Borrower is making and accruing an obligation to make contributions
or has within the preceding five plan years made contributions.

         "Pledge  Agreement"  shall mean the Pledge Agreement dated as of August
15, 2000, between the Borrower and the Lender, satisfactory to the Lender in its
discretion,  and substantially in the form attached hereto as Annex B, as it may
be amended from time to time.

         "Request for Advance"  shall mean a request,  written or oral,  in such
form and with such  information  as the Lender may request or require,  from the
Borrower for an advance under the Revolving Credit Loan.

         "Revolving  Credit" shall mean the Revolving  Credit made  available by
the Lender to the Borrower under Section II of this Agreement.

         "Revolving  Credit Notes" shall mean  collectively the three promissory
notes  issued by the  Borrower  to the order of the Lender  with  respect to the
Revolving  Credit  Loan in the face  principal  amount  of Two  Million  Dollars
($2,000,000.00) each (for a total of Six Million Dollars  ($6,000,000.00)),  and
substantially  in the form of Annexes A-1 though A-3  attached  hereto,  and all
notes  delivered in renewal,  replacement,  substitution,  extension or novation
thereof. "Revolving Credit Note" shall mean any of the Revolving Credit Notes.

         "Subsidiary" shall mean, any Person of which the Borrower,  directly or
indirectly,  through  one  or  more  intermediaries,  owns a  Majority.  Without
limiting  the  foregoing,  if a  Majority  of any Person is owned,  directly  or
indirectly,  by a Subsidiary,  such Person is, itself, a Subsidiary.  "Majority"
shall mean more than fifty  percent  (50%) of (a) the voting  stock or interests
(by number of votes),  and/or (b) the equity in, or equity  interests  of,  such
Person.

                                      -4-

<PAGE>

         "Supplement to Pledge Agreement" shall have the meaning given it in the
Pledge Agreement.

         "Termination Date" shall mean August 31, 2005.

          "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect from time to time in the Commonwealth of Kentucky.

         "Unmatured  Default"  shall mean the  happening of any material  breach
under  this  Agreement,  including  but  not  limited  to  failure  to  pay  any
installment of principal or interest of the Revolving Credit Note when due, or a
breach  of the  financial  covenants  under  this  Agreement,  or other  similar
material breach the happening of which, together with the giving of any required
notice or the passage of any required period of time,  would constitute an Event
of Default.

                                   SECTION II
                                   ----------

                              Revolving Credit Loan
                              ---------------------

         The Lender hereby establishes the Revolving Credit Loan in favor of the
Borrower as follows:

         2.01  Amount of Revolving  Credit. The total principal amount available
               ----------------------------
under  the   Revolving   Credit   shall  be  Six  Million   Dollars  and  00/100
($6,000,000.00).

         2.02 Term of the Revolving Credit. The Revolving Credit is effective as
              -----------------------------
of the  date  of  this  Agreement,  and  shall  continue  in  effect  until  the
Termination  Date,  unless the Revolving Credit is sooner extended or terminated
as provided in this  Agreement.  On the Termination  Date, the Revolving  Credit
shall  terminate and all  Revolving  Credit Loans shall mature and be payable in
full.

         2.03     Revolving Credit Loans.
                  -----------------------

                  (a) The  Borrower  may  request  and the  Lender  may  advance
Revolving  Credit  Loans  during the term of  Revolving  Credit.  Unless  sooner
terminated,  advances  under the  Revolving  Credit will be available  until the
maturity  of the  Revolving  Credit on the  Termination  Date,  after  which the
Borrower  shall not be  entitled  to obtain any  additional  advances  under the
Revolving Credit.

                  (b) The Lender shall have the right, at its option, in its own
discretion,  to terminate the Revolving  Credit upon the occurrence of any Event
of Default by giving notice to the Borrower of such termination. Any termination
of the  Revolving  Credit  shall not release the Borrower  from its  obligations
under  this  Agreement  or any of the  other  Borrower  Documents,  nor shall it
terminate this Agreement or any of the other Borrower Documents.  The provisions
of this Agreement and the other Borrower  Documents shall continue in full force
and effect for the entire term of this Agreement as provided in Section 10.02.

                                      -5-

<PAGE>

                  (c) Subject to the terms and conditions of this Agreement,  so
long as the Revolving  Credit  remains in effect and is not  terminated,  and no
Unmatured  Default or Event of Default has  occurred,  the Lender agrees to make
Revolving  Credit  Loans  as the  Borrower  may  request  from  time  to time in
accordance with the provisions of this Agreement generally,  and this Section II
in  particular,  provided that after giving  effect to any  requested  Revolving
Credit Loan, the principal  balance of all Revolving Credit Loans outstanding at
any one time shall not exceed the amount of the Revolving  Credit as provided in
Section 2.01.  Principal borrowed under the Revolving Credit and then repaid may
be  reborrowed,  subject to the other terms,  provisions  and conditions of this
Agreement and the other Borrower Documents.

                  (d) The  Lender is under no duty to extend  the  period of the
Revolving  Credit  beyond  the  Termination  Date.   Before,  at  or  after  the
termination of the Revolving Credit, the Lender may (at its discretion,  with no
obligation  to do so) extend the term of the  Revolving  Credit,  on a basis and
with terms and conditions satisfactory to the Lender. Any such extension must be
done in a  writing  signed  by the  Lender  and  specifically  providing  for an
extension of the  Revolving  Credit in order to be binding.  If any extension of
the period of the Revolving Credit were to occur, the Pledge Agreement,  and the
other  Borrower  Documents  would  remain in effect and continue to apply to the
Revolving Credit Notes, as extended (or to renewal or replacement  notes for the
Revolving  Credit Notes, or their  replacement),  until those  Revolving  Credit
Notes, as extended, renewed or replaced, have been paid in full.

                  (e)  Each  Revolving  Credit  Loan  shall  be  subject  to the
following  terms and  conditions,  in addition to any other terms and conditions
provided in this Agreement:

                         (1) Each  Revolving  Credit Loan shall be in connection
with the  acquisition  of and payment for specific  Partnership  Interests,  and
shall be in an amount no greater  than the  actual,  out-of-pocket  costs to the
Borrower to acquire those specific Partnership Interests.

                         (2) Before the Borrower enters into a binding  contract
to acquire Partnership  Interests,  it shall (A) advise the Lender of its desire
to do so; (B) provide the Lender with such  information as the Lender may desire
with  respect to the  particular  Partnership  Interests  to be acquired and the
price that the Borrower would pay to acquire those  Partnership  Interests;  and
(C) refrain from entering into a binding  contract to acquire those  Partnership
Interests until and unless the Lender shall,  in its  discretion,  have approved
the aggregate cost to the Borrower of acquiring those Partnership Interests.

                         (3)  Whenever   the  Borrower   desires  to  obtain  an
Revolving  Credit  Loan,  it shall  deliver to the Lender a Request  for Advance
either  orally or in  writing,  unless  waived by the Lender in  writing,  on or
before the day on which it wishes to have the advance made  available,  together
with such other  information with respect to that advance and its purpose as the
Lender may request.  Without  limiting the  foregoing,  each Request for Advance
shall  specify  the  amount of the  advance  under  the  Revolving  Credit  Loan
requested  and the date on which the  Borrower  desires  the  advance to be made
available.

                                      -6-

<PAGE>

                         (4) Together  with a Request for Advance,  the Borrower
shall  deliver to the Lender (A) a Supplement  to Pledge  Agreement in such form
and such  information as the Lender may require to confirm that the  Partnership
Interests  to be  acquired  with  the  proceeds  (in  whole  or in part) of that
Revolving  Credit  Loan  shall  become  subject  to the  Pledge  Agreement;  (B)
Partnership  Notices  and  Assignments  with  respect to all of the  Partnership
Interests  to be  acquired  with  the  proceeds  (in  whole  or in part) of that
Revolving Credit Loan; (C) UCC-3 Amendments to Financing  Statements  describing
the  Partnership  Interests to be acquired  (in whole or in part) with  proceeds
from the Revolving  Credit Loan as  additional  collateral  for the  obligations
secured by the Pledge  Agreement;  and (D) evidence  satisfactory  to the Lender
that the  Partnership  Interests  to be acquired  with  proceeds (in whole or in
part) of that  Revolving  Credit  Loan are or will be  (upon  completion  of the
acquisition) owned by the Borrower free from any interest,  claim, lien, charge,
encumbrance  and/or  security  interest  of any Person  other  than the  Lender.
Without limiting the foregoing clause (D), such evidence shall include,  but not
be limited  to, (I) in the case of the  Borrower's  acquisition  of  Partnership
Interests which,  when aggregated with all previous  acquisitions of Partnership
Interests  from the same  Person,  directly or  indirectly,  have an  aggregated
acquisition cost of $25,000 or greater,  (a) a search or searches of such public
records  in the  name  of  the  Borrower  as  the  Lender  may  specify,  in its
discretion,  disclosing no lien, charge,  interest,  encumbrance and/or security
interest  in favor of any  Person,  other than the  Lender,  and (b) a search or
searches of such public records in the name of the Person from whom the Borrower
acquired or would acquire the  Partnership  Interests as the Lender may specify,
in its discretion,  disclosing no lien,  charge,  interest,  encumbrance  and/or
security interest in favor of any Person, and (II) in all cases, delivery of any
and all certificates  and/or other writings  evidencing and/or representing such
Partnership  Interests,  together  with an  assignment  in  blank  in  form  and
substance satisfactory to the Lender and its counsel in their discretion.

                         (5) The  Borrower  shall not be  entitled to obtain any
Revolving  Credit Loan if any Event of Default or Unmatured  Default shall exist
or would exist upon the making of the Revolving  Credit Loan requested,  even if
the Lender does not elect to terminate the Revolving  Credit as a result of such
Event of Default or Unmatured Default.

                         (6) The  Borrower  shall not be  entitled to obtain any
Revolving Credit Loan if immediately  after the advance requested were made, the
aggregate of all of the Revolving  Credit Loans would exceed the maximum  amount
permitted under Section 2.01.

                         (7) All Revolving  Credit Loans shall be made in strict
compliance  with the terms and  provisions of this  Agreement  unless the Lender
elects in its discretion to waive any of those terms and  conditions  (which the
Lender shall not be required to do).  The waiver of any terms and/or  conditions
with  respect to any one advance  shall not  constitute a course of dealing or a
waiver of the same or any other terms or  conditions  with  respect to any other
requested advance.

                         (8) Each request by the Borrower for a Revolving Credit
Loan shall constitute the making of the following representations and warranties
by the Borrower and the Guarantors to the Lender:

                                      -7-

<PAGE>

                                    (A)     That the  Borrower  is then,  and at
the time the advance  will be made will be,  entitled  under this  Agreement  to
obtain that Revolving Credit Loan; and

                                    (B)     All of the covenants,    agreements,
representations  and warranties  made by the Borrower and the Guarantors in this
Agreement,  and in the other Borrower Documents,  are true, correct and complete
in all material respects and have been complied with in all material respects as
of such date (subject to only two changes of  circumstances  which (x) are fully
disclosed  by the  Borrower  to the Lender in  writing,  describing  the changed
circumstances,  and  (y)  do  not  result  in any  violation  of any  condition,
provision,  promise and/or covenant of this Agreement, or otherwise result in an
Unmatured Default or an Event of Default).

         2.04     The Revolving Credit Notes.
                  ---------------------------

                  (a) The  Revolving  Credit  Loans  shall be  evidenced  by and
payable in accordance  with the terms of the  Revolving  Credit Notes and on the
terms of this Agreement.  In the event of any disagreement  between the terms of
the  executed  Revolving  Credit  Notes  and this  Agreement,  the  terms of the
Revolving Credit Notes shall prevail.

                  (b) The first Two Million  Dollars  ($2,000,000)  of Revolving
Credit Loans shall be allocated to and evidenced by Revolving Credit Note A. The
principal  balance of  Revolving  Credit  Loans  will be  credited  against  and
evidenced by Revolving Credit Note B if, but only if, and only to the extent the
aggregate  principal  balance of all Revolving  Credit Loans  outstanding at one
time  exceeds Two Million  Dollars  ($2,000,000),  but is less than Four Million
Dollars  ($4,000,000).  The outstanding  principal  balance of Revolving  Credit
Loans shall be credited against and evidenced by Revolving Credit Note C if, but
only if, and only to the extent the aggregate principal balance of all Revolving
Credit Loans  outstanding  at one time equals or exceeds  Four  Million  Dollars
($4,000,000).  Accordingly,  the  first Two  Million  Dollars  ($2,000,000),  or
portion thereof,  of Revolving Credit Loans outstanding at any one time shall be
credited  against and evidenced by Revolving  Credit Note A; at such time as the
outstanding  principal balance of the Revolving Credit Loans is greater than Two
Million Dollars  ($2,000,000),  but less than Four Million Dollars ($4,000,000),
Revolving Credit Loans made at such time shall be credited against and evidenced
by  Revolving  Credit  Note B;  and at such  time as the  outstanding  principal
balance of all Revolving Credit Loans  outstanding at one time equals or exceeds
Four  Million  Dollars  ($4,000,000),  Revolving  Credit Loans made at such time
shall be credited against and evidenced by Revolving Credit Note C.

         2.05     Interest on Revolving Credit Loans.
                  -----------------------------------

                  (a)  The  principal  balance  of the  Revolving  Credit  Loans
outstanding from time to time shall bear interest from the date of the Revolving
Credit  Notes until all  principal  and interest on the  Revolving  Credit Loans
shall have been paid in full.

                  (b) The  outstanding  principal  balance of  Revolving  Credit
Loans from time to time evidenced by Revolving Credit Note A shall bear interest
at an annual rate equal to one quarter  percent  (1/4%),  plus the Prime Rate as
that Prime Rate may change from time to time.

                                      -8-

<PAGE>

The outstanding  principal  balance of Revolving  Credit Loans from time to time
evidenced by Revolving Credit Note B shall bear interest at an annual rate equal
to one-half  percent  (1/2%),  plus the Prime Rate as that Prime Rate may change
from time to time. The outstanding  principal  balance of Revolving Credit Loans
from time to time evidenced by Revolving Credit Note C shall bear interest at an
annual  rate equal to one percent  (1%),  plus the Prime Rate as that Prime Rate
may change from time to time.

                  (c)  All  interest  on the  Revolving  Credit  Loan  shall  be
calculated  on the basis of the actual  number of days  elapsed  over an assumed
year of three-hundred sixty days (360).

         2.06 Minimum Principal Balance. If, for any reason, after the making of
              --------------------------
the first Revolving  Credit Loan the principal  balance of the Revolving  Credit
Notes is reduced below one thousand dollars ($1,000.00),  then, at the option of
the  Lender  the  Revolving  Credit  may be  terminated  by the  Lender  without
necessity of notice to the Borrower.

         2.07  Notation of  Disbursements  and Payments.  Disbursements  of, and
               -----------------------------------------
payments of principal with respect to, Revolving Credit Loans shall be evidenced
by notations by the Lender on its electronic data processing equipment,  showing
the date and amount of each advance and each payment of principal. The principal
amount outstanding under the Revolving Credit Notes from time to time shall also
be recorded by the Lender on that  electronic  data  processing  equipment.  The
aggregate  amount of all  disbursements of Revolving Credit Loans made and shown
on the Lender's electronic data processing  equipment,  over all of the payments
of principal made by the Borrower and recorded on the Lender's  electronic  data
processing equipment, shall be prima facie evidence of the outstanding principal
balance due under the Revolving Credit Notes.

         2.08 Principal and Interest Payments.  Commencing on September 1, 2000,
              --------------------------------
and continuing on the first (1st) day of each calendar month  occurring  through
and including  August 1, 2005,  the Borrower shall pay to the Lender all accrued
and unpaid interest on the Revolving Credit Loans. On the Termination  Date, the
Borrower shall pay to the Lender all of the  outstanding  principal  balance of,
and all accrued but unpaid interest on, the Revolving Credit Loans.

         2.09  Mandatory  Prepayments.  If  the  Borrower  sells,  transfers  or
               -----------------------
otherwise disposes of any of the Partnership Interests,  then the Borrower shall
make a  prepayment  of the  Revolving  Credit Loans in an amount  calculated  in
accordance  with this Section.  The amount of the  prepayment  shall be not less
than the amount of  proceeds  of the  Revolving  Credit  Loan or Loans which the
Borrower  received and applied (in whole or in part) towards the  acquisition of
the  Partnership  Interest  or  Partnership  Interests  sold,  transferred,   or
otherwise disposed of. Mandatory prepayments under this Section shall be applied
in accordance with Section 2.10 of this Agreement.

         2.10     Optional  Principal  Payments.  The Borrower may make optional
                  ------------------------------
prepayments  of principal of the Revolving  Credit Loan from time to time.  Each
prepayment shall be accompanied by written statement that it is in prepayment of
the Revolving Credit Loan.

                                      -9-

<PAGE>

         2.11  Application  of Payments.  The Lender shall apply all payments of
               -------------------------
Revolving  Credit  Loans  received  when no Event of Default has occurred and is
continuing  first to any late fees or other charges,  then to accrued but unpaid
interest, and then to principal.  The Lender may apply all payments of Revolving
Credit Loans  received  after an Event of Default has occurred and is continuing
among late fees and other  charges,  interest  and  principal  as the Lender may
determine, in its discretion.

         2.12 Application of Principal Payments.  Unless otherwise agreed by the
              ----------------------------------
Lender and the Borrower in writing, all payments of principal, whether mandatory
or optional, received by the Lender when no Event of Default has occurred and is
continuing  shall be applied  first to the  principal of Revolving  Credit Loans
evidenced by  Revolving  Credit Note C until all of the  Revolving  Credit Loans
evidenced  thereby  shall  have  been  paid in full,  then to the  principal  of
Revolving  Credit Loans  evidenced by Revolving  Credit Note B, until all of the
Revolving  Credit Loans evidenced  thereby shall have been paid in full, then to
the principal of Revolving  Credit Loans  evidenced by Revolving  Credit Note A.
All  payments of  principal  on Revolving  Credit  Loans,  whether  mandatory or
optional,  received by the Lender  after an Event of Default has occurred and is
continuing may be applied by the Lender among Revolving  Credit Notes A, B and C
as the Lender may determine, in its discretion.

         2.13 Purposes of Loans. The Borrower shall use the proceeds of all Loan
              ------------------
solely to acquire Partnership  Interests,  provided,  that, the Borrower may not
apply  any  proceeds  from any  Revolving  Credit  Loan to the  purchase  of any
Partnership Interests unless the Borrower shall first have advised the Lender of
the specific Partnership Interests that the Borrower intends to acquire with the
proceeds of that Revolving Credit Loan, and the Lender shall, in its discretion,
have approved the purchase price of those Partnership Interests.

         2.14     Certain limitations on Revolving Credit Loan Advances.
                  ------------------------------------------------------
Without limiting Section 2.13,

                  (a) the  Borrower  may not use any  proceeds of any  Revolving
Credit Loan to acquire any  Partnership  Interest or Partnership  Interests from
(1) any Affiliate of the Borrower,  (2) either Guarantor,  and/or (3) any member
of the  family of either of the  Guarantors  (for  purposes  of this  provision,
"family"  means (A) mother or father of the subject  Person,  (B) any brother or
sister (or  brother-in-law or  sister-in-law) of such mother or father,  (C) any
son or daughter (or son-in-law or daughter-in-law) of any such brother or sister
of  such  mother  or  father,  and (D) any son or  daughter  (or  son-in-law  or
daughter-in-law)  and/or grandson or granddaughter  (and/or  grandson-in-law  or
granddaughter-in-law) of such Person).

                    (b) the Borrower shall not use the proceeds of any Revolving
Credit Loan to pay any interest that has accrued on the Revolving Credit Loans.

                                      -10-

<PAGE>

                                   SECTION III
                                   -----------

                             Security for the Loans
                             ----------------------

         The  Revolving  Credit Notes and the Revolving  Credit Loans  evidenced
thereby, as well as all of the Borrower's  obligations under all of the Borrower
Documents are and shall be secured by and entitled to the benefits of all of the
following:

         3.01     Right of Offset.  The right of offset provided in Section VIII
                  ----------------
of this Agreement.

         3.02     Security Interest in Partnership Interests.   A first priority
                  -------------------------------------------
perfected security interest in the Partnership  Interests pursuant to the Pledge
Agreement.

         3.03     Guaranties.   The guaranties of the Guarantors pursuant to the
                  -----------
Guaranty Agreements.

                                   SECTION IV
                                   ----------

                              Conditions Precedent
                              --------------------

         4.01  Conditions  Precedent to the first  Revolving  Credit  Loan.  The
               ------------------------------------------------------------
Lender's  obligation to provide the Borrower  with the Revolving  Credit and the
first Revolving Credit Loan shall be conditioned upon the fulfillment of all the
following  conditions in form and substance,  and in  appropriate  cases through
documents,  in each case  satisfactory  to the Lender  and its  counsel in their
discretion:

                  (a) Resolutions.  The Borrower shall have furnished the Lender
                      ------------
with certified copies of appropriate resolutions of the Borrower (1) authorizing
the execution of the following documents:  this Agreement,  the Revolving Credit
Notes,  the Pledge  Agreement,  financing  statements  and any other  documents,
instruments and agreements  referred to herein which are required to be executed
and/or  delivered  by the  Borrower  and  (2)  authorizing  consummation  of the
transactions contemplated by, and performance of this Agreement.

                  (b)   Articles of Organization and Operating  Agreement.   The
                        --------------------------------------------------
Borrower shall have furnished the Lender with a copy of the Borrower's  Articles
of Organization and Operating Agreement and all amendments to each.

                  (c)  Certificates  of  Existence.   The  Borrower  shall  have
                       ----------------------------
furnished  the Lender with a  certificate  of existence of recent date issued by
the Secretary of State of the  Commonwealth  of Kentucky,  certifying that it is
duly  organized  and  validly  existing  under the laws of the  Commonwealth  of
Kentucky. The Borrower shall also have furnished the Lender with certificates of
existence with respect to the Partnerships from appropriate  offices in Georgia,
Kentucky, Maryland and Florida.

                                      -11-

<PAGE>

                  (d) Opinion of Counsel for the  Borrower  and the  Guarantors.
                      ----------------------------------------------------------
The  Borrower  and the  Guarantors  shall  have  furnished  the  Lender,  at the
Borrower's expense, with the legal opinion of Greenebaum,  Doll & McDonald PLLC,
as counsel for the  Borrower,  addressed  to the Lender,  dated the date of this
Agreement,   addressing  the  matters  set  forth  in  Annex  C,  and  otherwise
satisfactory to the Lender and its counsel.

                  (e)  Certificates of Incumbency of the Borrower.  The Borrower
                       -------------------------------------------
shall have furnished the Lender with a certificate  of its secretary  certifying
the  names of the  officers  of the  Borrower  authorized  to sign the  Borrower
Documents, together with the true signatures of such officers.

                  (f) Executed Documents.  The Borrower shall have duly executed
                      -------------------
and shall  have  delivered  to the Lender  each of the  following  documents  in
subparagraphs  (1) through  (5),  and the  Guarantors  shall have  executed  and
delivered to the Lender the documents set forth in paragraphs (1) and (4) below:

                           (1)      this Agreement;

                           (2)      the three Revolving Credit Notes;

                           (3)      the Pledge Agreement;

                           (4)      the Guaranty Agreements; and

                           (5)      such  UCC-1  financing  statements  or other
documents for filing with public  officials with respect to the Pledge Agreement
as the Lender may request.

                  (g)  Partnership  Notices and  Acknowledgements.  The Borrower
                       -------------------------------------------
shall have caused each  Partnership to have  countersigned  and delivered to the
Lender Partnership Notices and Acknowledgements  with respect to each, every and
all of the Partnership Interests described on Schedule 1(P) to this Agreement.

                  (h)   Representations   and   Warranties.   Each   and   every
                        -----------------------------------
representation  and warranty made by or on behalf of the Borrower at the time of
or after the execution of this Agreement  relating to the Borrower  Documents or
the transactions contemplated thereby shall be true, complete and correct in all
material respects on and as of the date such Loan is to be made.

                  (i)  No  Defaults.  There shall exist  no Event  of Default or
                       -------------
Unmatured  Default  which has not been cured to the Lender's satisfaction.

                  (j)  No Change in the  Borrower's Condition.  There shall have
                       ---------------------------------------
been no material adverse change in the condition,  financial or otherwise of the
Borrower from that existing on the date of the financial statements described in
Section 6.08 of this Agreement.

                                      -12-

<PAGE>

                  (k)  Recordings  and Filings.  The Lender shall have  received
                       ------------------------
evidence  satisfactory to it that all financing statements or other instruments,
as the Lender may  reasonably  request,  have been executed and delivered by the
Borrower and filed or recorded in such public  offices as the Lender may request
to perfect and maintain the  perfection of the security  interests  which secure
the Loan, and to release any security  interests,  financing  statements  and/or
other liens or encumbrances on any of the Collateral  other than such interests,
liens or encumbrances in favor of the Lender.

                  (l) Counsel  Fees.  The Borrower  shall have paid the Lender's
                      -------------
counsel fees and expenses in accordance with Section 9.01 of this Agreement.

                  (m)  Results  of Records  Searches.  The  Borrower  shall have
                       ------------------------------
delivered  to the  Lender  results of  searches  of the  records of such  public
offices as the Lender may require with respect to liens,  encumbrances  or other
interests  with respect to all existing  Partnership  Interests,  disclosing  no
liens,  encumbrances  or  interests  with  respect to all  existing  Partnership
Interests other than those in favor of the Lender.

                  (n) Evidence of Ownership.  The Borrower  shall have delivered
                      ----------------------
to the Lender evidence satisfactory to the Lender of the Borrower's ownership of
the Partnership Interests described on Schedule 1(P) to this Agreement.  Without
limiting the  generality  of the  preceding  sentence,  the Borrower  shall have
delivered  to  the  Lender  any  and  all  certificates  and/or  other  writings
evidencing  and/or  representing  those  Partnership  Interests,  together  with
assignments  in blank in form and substance  satisfactory  to the Lender and its
counsel in their discretion.

                  (o)  Compliance  with Section  2.03.  The Borrower  shall have
                       -------------------------------
complied  with Section 2.03 of this  Agreement  in all respects  regarding  such
Revolving Credit Loan.

         4.02 Conditions  Preceding to Subsequent  Revolving  Credit Loans.  The
              -------------------------------------------------------------
Lender's  obligation to provide the Borrower with  Revolving  Credit Loans after
the first Revolving Credit Loan shall be conditioned upon the fulfillment of the
conditions in Sections  4.01(g) with respect to the Partnership  Interests being
acquired, in whole or in part with the proceeds of such Revolving Credit Loan or
Loans,  and upon  fulfillment  of the conditions in Sections 4.01 (h), (i), (j),
(k), (n) and (o) with respect to such Revolving Credit Loans.

                                    SECTION V
                                    ---------

                                General Covenants
                                -----------------

         During the term of this  Agreement,  the Borrower shall comply with all
of the following provisions:

         5.01     Insurance.  The Borrower shall maintain insurance as follows:
                  ----------

                  (a)  Liability  Insurance.  The  Borrower  at its own cost and
                       ---------------------
expense,  shall  procure,  maintain  and carry in full force and effect  general
liability,  public liability,  workers'

                                      -13-

<PAGE>

compensation  liability,  environmental  hazard  liability  and property  damage
insurance  with  respect to the actions and  operations  of the Borrower to such
extent,  in such  amounts  and with such  deductibles  as are carried by prudent
businesses  similarly  situated,  but in any event not less than the  amounts of
coverage  per  person  and per  occurrence,  and  with the  deductibles,  as are
provided in the  Borrower's  insurance in effect on the date of this  Agreement.
Without  limiting  the  foregoing,  such  insurance  shall  insure  against  any
liability for loss,  injury,  damage or claims caused by or arising out of or in
connection with the operation of the Borrower's  business including injury to or
death of the Borrower's employees,  agents or any other persons and damage to or
destruction of public or private property.

                  (b) Physical  Damage  Insurance.  The Borrower at its own cost
                      ----------------------------
and  expense,  shall  insure all of its  insurable  properties  to such  extent,
against such hazards (including, without limitation,  environmental hazards), in
the  amount of  coverage  and with such  deductibles  as are  carried by prudent
businesses  similarly  situated,  but in any event insuring against such hazards
and with such  coverages  and  deductibles  as are  provided  in the  Borrower's
insurance in effect on the date of this  Agreement,  and in any event in amounts
of coverage not less than the insurable value of the property  insured.  Without
limiting the foregoing,  such  insurance  shall name the Lender as an additional
insured and shall  provide for payment of the  proceeds  thereof to the Borrower
and to the Lender as their interests may appear.

                  (c)      General Insurance Requirements.
                           ------------------------------

                         (1) All  insurance  which the  Borrower  is required to
maintain shall be satisfactory to the Lender in form,  amount and insurer.  Such
insurance   shall   provide   that  any  loss   thereunder   shall  be   payable
notwithstanding any action, inaction, breach of warranty or condition, breach of
declarations, misrepresentation or negligence of the Borrower. Each policy shall
contain an agreement by the insurer that,  notwithstanding lapse of a policy for
any reason,  or right of cancellation by the insurer or any  cancellation by the
Borrower such policy shall  continue in full force for the benefit of the Lender
for at least thirty (30) days after written notice thereof to the Lender and the
Borrower,  and no alteration in any such policy shall be made except upon thirty
(30) days  written  notice of such  proposed  alteration  to the  Lender and the
Borrower  and written  approval  by the  Lender.  At or before the making of the
first Loan, the Borrower shall provide the Lender with  certificates  evidencing
its due compliance with the requirements of this Section.

                         (2)  Prior  to the  expiration  date of any  policy  of
insurance maintained pursuant to this Agreement,  the Borrower shall provide the
Lender with a  certificate  of insurance  evidencing  the  acquisition  of a new
policy,  or an  extension  or  renewal of an  existing  policy,  evidencing  the
Borrower's due compliance with this Section.

                         (3) If the  Borrower  fails to  acquire  any  policy of
insurance required to be maintained  pursuant to this Section, or fails to renew
or  replace  any such  policy  at least ten (10)  days  prior to the  expiration
thereof,  or fails to keep any such policy in full force and effect,  the Lender
shall have the option (but not the  obligation)  to pay the premiums on any such
policy of insurance or to take out new insurance in amount,  type,  coverage and
terms  satisfactory  to the Lender,  after first  notifying  the Borrower of the
Lender's  intent to pay it. Any amounts  paid

                                      -14-

<PAGE>

therefor by the Lender shall be immediately due and payable to the Lender by the
Borrower upon demand.  No exercise by the Lender of such option shall in any way
affect the provisions of this Agreement, including the provision that failure by
the Borrower to maintain the prescribed  insurance shall  constitute an Event of
Default.

         5.02    Taxes and Other Payment Obligations.
                 ------------------------------------

                  (a) The Borrower shall pay and discharge,  or cause to be paid
and discharged,  before any of them become in arrears,  all taxes,  assessments,
governmental charges,  levies, and claims for labor, materials or supplies which
if unpaid might become a lien or charge upon any of their  property,  and all of
their other debts, obligations and liabilities.

                  (b) The  Borrower  may refrain from paying any amount it would
be required to pay  pursuant to  subparagraph  (a) of this  Section  5.02 if the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  timely  instituted which shall operate to prevent the collection or
enforcement  of the  obligation  contested,  provided  that if the  Borrower  is
engaged  in such a  contest,  it shall  have set aside on its books  appropriate
reserves with respect thereto. If the validity or amount of any such obligations
in excess of One  Hundred  Thousand  Dollars  ($100,000.00)  shall be  contested
pursuant to the provisions of this  subparagraph,  the Borrower shall notify the
Lender  immediately  upon the  institution  of the  proceedings  contesting  the
obligation.

         5.03    Financial Statements. The Borrower shall deliver to the Lender:
                 ---------------------

                  (a) Annual  Statements of the Borrower.  As soon as available,
                      -----------------------------------
and in any event  within  one  hundred  twenty  (120) days after the end of each
fiscal year, the Borrower shall furnish to the Lender an audited  balance sheet,
income statement, statement of cash flows, for such fiscal year, prepared by the
Borrower or the CPA Firm. Together with such annual financial statements, if the
CPA Firm prepared the annual  financial  statements,  the Borrower shall furnish
the Lender  with the CPA Firm's  statement  that the CPA Firm has  reviewed  the
provisions of this Agreement and nothing has come to the CPA Firm's attention to
cause it to believe that any Event of Default or Unmatured  Default exists as of
the date of the statement, or, if such is not the case, specifying such Event of
Default or Unmatured Default and the nature thereof, and the action the Borrower
has taken or will take to correct it.

                  (b) Annual  Statements of the Guarantors.  On or before June 1
                      -------------------------------------
of each year,  each Guarantor  shall provide their  financial  statements to the
Lender as at the  preceding  December 31, in such form,  with such detail and of
such scope as the Lender may determine in its discretion.

                  (c)      Additional Financial Information.  The Borrower shall
                           --------------------------------
deliver to the Lender:


                         (1)  Promptly  upon  receipt   thereof,   all  detailed
reports,  management  letters and the like, if any (excluding  working  drafts),
submitted  to the  Borrower by the CPA Firm if the CPA Firm audited the books of
the Borrower.

                                      -15-

<PAGE>

                         (2) Within thirty (30) days after the respective  dates
of filing the  corporate  federal  income tax returns of the  Borrower  for each
year, a written  statement  signed by the CPA Firm that the firm has prepared or
reviewed the federal income tax returns of the Borrower for such year and in the
firm's  opinion  the  provisions  for  federal  taxes based on the income of the
Borrower,  as recorded in the accounts,  represents an adequate  estimate of the
liability of the Borrower for federal taxes based on income.

                         (3) Promptly upon their becoming  available,  copies of
all  financial  statements,  reports,  notices of meetings and proxy  statements
which the Borrower shall send to its members.

                         (4) Within thirty (30) days after the filing thereof in
the office of the Secretary of State of the Commonwealth of Kentucky,  certified
copies  of all  amendments  to  the  Borrower's  Articles  of  Organization  and
Operating Agreement.

                         (5) Such  additional  information  with  respect to the
Borrower's  financial  condition  (including,  without  limitation,  information
regarding the Collateral) as may be reasonably requested by the Lender from time
to time.

                  (e) All financial  statements  required  under this  Agreement
shall be prepared on a consolidated and consolidating  basis (regardless whether
permitted or required under GAAP) for the Borrower and any Subsidiary  which the
Borrower acquires or forms at any time.

         5.04 Financial  Records.  The Borrower shall maintain a standard modern
              -------------------
system of  accounting in which full,  true and correct  entries shall be made of
all  dealings  or  transactions  in  relation  to its  business  and  affairs in
accordance with GAAP applied on a basis consistent with prior years and, without
limitation,  making  appropriate  accruals for estimated  contingent  losses and
liabilities.

         5.05 Properties. The Borrower shall maintain its plants and other fixed
              -----------
assets in good  condition,  subject  only to normal wear and tear,  and make all
necessary and proper  repairs,  renewals and  replacements.  The Borrower  shall
comply  with all  material  leases  and other  material  agreements  in order to
prevent loss or forfeiture,  unless  compliance is being contested in good faith
by  appropriate  proceedings  timely  instituted  which shall operate to prevent
enforcement  of the loss or  forfeiture.  The  Lender  shall  have the  right to
inspect the Borrower's  plants and other fixed assets at all  reasonable  times,
and from time to time.

         5.06  Existence  and Good  Standing.  The Borrower  shall  preserve its
               ------------------------------
existences in good standing and shall be and remain qualified to do business and
in good  standing  in all states and  countries  in which  failure to so qualify
would have a material adverse effect upon the Borrower.

                                      -16-

<PAGE>

         5.07     Notice Requirements.
                  --------------------

                  (a) Default. The Borrower shall cause its chief officer, or in
                      --------
his absence an officer of the Borrower designated by it, to notify the Lender in
writing  within  three (3)  Business  Days,  after the  Borrower,  or any of the
Borrower's members or officers,  has notice of any Event of Default or Unmatured
Default  or has  notice  that  any  representation  or  warranty  made  in  this
Agreement, or in any related document or instrument, for any reason was not true
and complete and not misleading in any material  respect when made.  Such notice
shall  specify the nature of such Event of Default or Unmatured  Default and the
action the Borrower has taken or will take to correct it.

                  (b) Material  Litigation.  The Borrower  promptly shall notify
                      ---------------------
the Lender in writing of the  institution  or  existence  of any  litigation  or
administrative  proceeding  to which the Borrower may be or become a party which
might involve any material risk of any judgment or liability  which (1) would be
in excess of One Hundred Thousand Dollars ($100,000.00),  or (2) would otherwise
result in any material  adverse  change in the  Borrower's  business,  assets or
condition, financial or otherwise.

                  (c) Other Information.  From time to time, upon request by the
                      ------------------
Lender, the Borrower shall furnish to the Lender such information  regarding the
Borrower's business, assets and condition, financial or otherwise, as the Lender
may  reasonably  request.  The  Lender  shall have the right  during  reasonable
business hours to examine all of the Borrower's business and financial books and
records  and to make  notes  and  abstracts  therefrom,  to make an  independent
examination of the Borrower's books and records for the purpose of verifying the
accuracy of reports  delivered by the Borrower and ascertaining  compliance with
this Agreement.

         5.08 Revolving Credit Notes and Other Borrower Documents.  The Borrower
              ----------------------------------------------------
shall pay the Revolving Credit Notes in accordance with their respective  terms,
and the  Borrower  shall  comply  with  the  provisions  of the  other  Borrower
Documents.

         5.09  Compliance  with Law. The  Borrower  shall comply in all material
               ---------------------
respects with (a) all valid and applicable  statutes,  rules and  regulations of
the  United  States of  America,  of the  States  thereof  and  their  counties,
municipalities and other  subdivisions and of any other jurisdiction  applicable
to the Borrower,  including, but not limited to all applicable state and federal
environmental laws and ERISA; (b) the valid and applicable orders, judgments and
decrees of all courts or  administrative  agencies  with  jurisdiction  over the
Borrower; or its business;  and (c) the applicable provisions of licenses issued
to the Borrower except where compliance  therewith shall be currently  contested
in good faith by appropriate proceedings, timely instituted, which shall operate
to stay any order with respect to such non-compliance.

         5.10 Liens.  Except for security  interests  previously  granted by the
              ------
Borrower to the Lender  contemporaneously  with the execution of this  Agreement
(including,  without  limitation,  those  permitted in Section 5.02(b) and those
disclosed in Section 6.13 of this Agreement),  and except for liens permitted in
this  Agreement,  the  Borrower  shall  not (a)  create or incur or suffer to be
created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge,
restriction or other security  interest of any kind upon any of the  Collateral,
whether owned or held on the

                                      -17-

<PAGE>

date of this Agreement or acquired  thereafter,  or upon the proceeds therefrom,
or (b) transfer any  Collateral  or the  proceeds  therefrom  for the purpose of
subjecting  the same to  payment of  indebtedness  or  performance  of any other
obligation  except  payments  made  in  accordance  with  Section  5.02  of this
Agreement  or  payments  made to the  Lender  in  accordance  with the terms and
provisions  of this  Agreement,  or (c)  acquire,  or agree or have an option to
acquire,  any  Collateral  upon  conditional  sale or other title  retention  or
purchase  money  security  agreement,  device  or  arrangement,  or (d)  sell or
transfer,  assign,  or pledge  any  Collateral,  with or without  recourse.  The
Borrower  may incur or create,  or suffer to be incurred or created or to exist,
the following liens without violating the provisions of this Section 5.10:

                  (1) Statutory  liens to secure  claims for labor,  material or
supplies to the extent that payment thereof shall not at the time be required to
be made in accordance with Section 5.02 of this Agreement.

                  (2) Deposits or pledges made in connection  with, or to secure
payment of, workers' compensation,  unemployment insurance,  old age pensions or
other  social  security,  or in  connection  with  contests,  to the extent that
payment thereof shall not at that time be required to be made in accordance with
Section 5.02 of this Agreement.

                  (3) Statutory  liens for taxes or assessments or  governmental
charges or levies if  payment  shall not at the time be  required  to be made in
accordance with Section 5.02 of this Agreement.

                  (4) Statutory liens (and contractual liens that provide to the
secured  party no greater  rights  than  equivalent  statutory  liens) to secure
payment of rent or lease payments with respect to leases of real property to the
extent  that  such  payments  shall  not at the time be  required  to be made in
accordance with Section 5.02 of this Agreement.

         5.11 Limit on Indebtedness, Guarantees, Etc. The Borrower shall not, in
              ---------------------------------------
the absence of prior written consent from the Lender, incur, assume,  guarantee,
or otherwise be or become liable in respect of any Indebtedness except for those
matters described in Schedule 6.12 to this Agreement,  if after giving pro forma
effect to the  Indebtedness,  the  Indebtedness  would  result  in an  Unmatured
Default or an Event of Default.

         5.12  Articles of  Organization  and Operating  Agreement.  Without the
               ----------------------------------------------------
Lender's  prior  written  consent,  which  shall  not  be  withheld  or  delayed
unreasonably,  the Borrower  shall not make any changes in or  amendments to its
Articles of Organization or Operating Agreement.

         5.13     Mergers,  Sales,  Transfers and Other Dispositions of Assets.
                  -------------------------------------------------------------
Without  the  Lender's  prior  written  consent,  which  shall  not be  withheld
unreasonably, the Borrower shall not:

                  (a) Be a party to any consolidation, reorganization (including
without  limitation  those types referred to in Section 368 of the United States
Internal Revenue Code of 1986, as amended), "stock-swap" or merger;

                                      -18-

<PAGE>

                  (b) Sell or otherwise transfer any material part of either its
tangible or intangible  assets (except for assets that are worn out or no longer
used or useful in the  Borrower's  business),  provided  that  Lender  shall not
withhold its consent if Borrower demonstrates to the satisfaction of the Lender,
pursuant to pro forma financial  statements and other relevant information based
on assumptions acceptable to the Lender that after giving effect to the proposed
sale or transfer no Event of Default or Unmatured  Event of Default  shall exist
under this Agreement;

                  (c)      Purchase  all  or a  substantial  part of the capital
stock or assets of any  corporation  or other  business enterprise;

                  (d)      Effect any change in its capital structure; or

                  (e)      Liquidate  or  dissolve or take  any corporate action
with a view toward liquidation or dissolution.

         5.14 Loans.  The Borrower  shall not make any loan or advance any funds
              ------
whatsoever to any business, entity, party or individual,  except advances not to
exceed Five Hundred Thousand Dollars ($500,000.00),  in the aggregate at any one
time outstanding.

         5.15 No  Change  in  Ownership.  The  Borrower  shall  not  permit  the
              --------------------------
ownership  interest of the Guarantors (and/or any Person who becomes an owner of
an  interest in the  Borrower  upon the death of one of the  Guarantors  through
bequest or devise) to be reduced to less than one hundred  percent (100%) of the
outstanding membership interests of the Borrower.

         5.16 Payment of  Distributions.  In any fiscal year, the Borrower shall
              --------------------------
not pay out any  Distributions  in excess of the  Borrower's Net Income for that
fiscal year and in no event shall the  Borrower pay out any  Distribution  while
any Unmatured Default or Event of Default is in existence.

         5.17     ERISA Compliance.
                  -----------------

                  (a)  Relationship  of Vested  Benefits to Pension Plan Assets.
                       ---------------------------------------------------------
The Borrower will at all times maintain the qualified  status of its Plans.  The
Borrower  will not at any time  terminate  any Plan  unless  on the date of such
termination  the present value of all employee  benefits  vested under such Plan
does not  exceed  the  present  value of the  assets  allocable  to such  vested
benefits.

                  (b) Valuations.  All assumptions and methods used to determine
                      -----------
the  actuarial  valuation of vested  employee  benefits  under Plans at any time
maintained  by the Borrower and the present  value of assets of such Plans shall
be reasonable  in the good faith  judgment of the Borrower and shall comply with
all requirements of law in all material respects.

                  (c) Prohibited Actions.   Neither the Borrower nor any Plan at
                      -------------------
any time maintained by the Borrower will:

                                      -19-

<PAGE>

                         (1) engage in any  "prohibited  transactions"  (as such
term is defined in Section 406 or Section 2003(a) of ERISA);

                         (2) incur any "accumulated funding deficiency" (as such
term is defined in Section 302 of ERISA) whether or not waived; or

                         (3)  terminate  any such Plan in a manner  which  could
result in the  imposition of a Lien on the property of the Borrower  pursuant to
Section 4006 of ERISA.

         5.18 Joinder of  Subsidiaries.  If the Borrower creates or acquires any
              -------------------------
Subsidiary,  the Borrower shall cause such  subsidiary to execute and deliver to
the  Lender an  agreement  (a  "Joinder  Agreement")  substantially  in the form
attached as Annex D pursuant to which such  Subsidiary  shall join as a Borrower
hereunder and under each document to which the Borrower is named as a party. The
Borrower shall cause the Joinder  Agreement to be delivered to the Lender within
five (5)  Business  Days  after  the  date of the  filing  of such  Subsidiary's
articles of  incorporation  if the Subsidiary is a corporation,  the date of the
filing of its certificate of limited partnership if it is a limited partnership,
or the date of its organization if it is an entity other than a corporation or a
limited partnership.

                                   SECTION VI
                                   ----------

                         Representations and Warranties
                         ------------------------------

         To induce  the Lender to enter  into this  Agreement  and the Lender to
make the Revolving  Credit Loan, the Borrower and the  Guarantors  represent and
warrant to the Lender as follows, (which warranties and representations shall be
deemed  to  be  remade  and  restated  in  full  (subject  only  to  changes  of
circumstances  which (1) are fully  disclosed  by the  Borrower to the Lender in
writing,  describing  the  changed  circumstances,  and (2) do not result in any
violation  of  any  condition,   provision,  promise  and/or  covenant  of  this
Agreement,  or otherwise result in an Unmatured  Default or an Event of Default)
whenever  an  advance  under  the  Revolving  Credit  Loan is  requested  by the
Borrower):

         6.01  Organization and Existence.  The Borrower is a limited  liability
               ---------------------------
company duly organized, validly existing, and in good standing under the laws of
the Commonwealth of Kentucky. The Borrower has all necessary power and authority
to carry on its business  conducted on the date of this Agreement.  The Borrower
is qualified  to do business as a foreign  limited  partnership,  and is in good
standing,  in all  states  and in all  foreign  countries  in  which it owns any
property or carries on substantial  activities or is otherwise required to be so
qualified,  and is duly  authorized,  qualified  and  licensed  under  all laws,
regulations, ordinances or orders of public authorities to carry on its business
in the places and in the manner conducted on the date of this Agreement.

         6.02 Right to Act. No  registration  with or consent or approval of any
              -------------
governmental  agency  of any  kind  is  required  for the  execution,  delivery,
performance and enforceability of the Borrower Documents.  The Borrower has full
power and authority,  corporate and otherwise,  to execute,  deliver and perform
the Borrower Documents.

                                      -20-

<PAGE>

         6.03 No Conflicts.  The Borrower's execution,  delivery and performance
              -------------
of the  Borrower  Documents  do not,  and will not,  (a)  violate  any  existing
provision Articles of Organization or Operating Agreement of the Borrower or any
law, rule, regulation,  or judgment,  order or decree applicable to the Borrower
or (b) otherwise  constitute a default,  or result in the imposition of any lien
under (1) any material  existing  contract or other obligation  binding upon the
Borrower or its  property,  with or without the passage of time or the giving of
notice or both;  (2) any law, rule or  regulation  applicable to the Borrower or
its  business;   or  (3)  any  judgment,   order  or  decree  of  any  court  or
administrative agency applicable to the Borrower or its business.

         6.04  Authorization.  The  execution,  delivery and  performance by the
               --------------
Borrower of the Borrower  Documents has been duly  authorized,  and the Borrower
Documents have been duly executed and delivered.

         6.05  Enforceable  Agreements.  This  Agreement and the other  Borrower
               ------------------------
Documents are legally valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective  terms,  except as such
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium or other laws relating to or limiting  creditors  rights or equitable
principals generally.

         6.06  Contingent  Obligations.  The Borrower does not have any material
               ------------------------
contingent  obligations,  material  liabilities  for taxes,  material  long-term
leases or unusual material forward or long-term commitments, which have not been
disclosed to the Lender.

         6.07  Litigation.  Except for those matters  described in the financial
               -----------
statements  referenced in Section 6.08 of this Agreement or otherwise  disclosed
in  writing by the  Borrower  to Lender,  there is no  litigation,  at law or in
equity, or any proceeding before any federal, state or municipal court, board or
other governmental or administrative  agency pending, or to the knowledge of the
Borrower,  threatened  which is likely  to  involve  any  material  judgment  or
liability  against the Borrower or which might otherwise  result in any material
adverse change in the  Borrower's  business,  assets or condition,  financial or
otherwise.  No  judgment,  decree or order of any  federal,  state or  municipal
court,  board or other  governmental  or  administrative  agency has been issued
against the  Borrower or any of its assets  which has,  or will likely  have,  a
material  adverse  effect  on the  Borrower's  business,  assets  or  condition,
financial or otherwise.

         6.08 Financial  Statements.  The Borrower's  financial statements dated
              ----------------------
April 30, 2000, have been furnished to the Lender.  Those  financial  statements
are true and complete in all material respects, have been prepared in accordance
with GAAP, do not omit reference to any material  contingent  liabilities of any
kind not  otherwise  disclosed by Borrower to the Lender in writing,  and fairly
present  the  financial  condition  of the  Borrower  as of the  date  of  those
financial statements. Nichols' financial statements dated December 31, 1999, and
Lavin's  financial  statements  dated March 31, 2000, have been furnished to the
Lender.  Those  financial  statements  are true  and  complete  in all  material
respects,  do not omit reference to any material  contingent  liabilities of any
kind not  otherwise  disclosed  by  Borrower to the Lender in writing and fairly
present the financial  condition of the Nichols and Lavin,  respectively,  as of
the date of the financial statements.

                                      -21-

<PAGE>

         6.09     Compliance with Contractual Obligations, Laws and Judgments.
                  ------------------------------------------------------------

                  (a)  The   Borrower   is  not  in  default  in  the   payment,
performance,  observance  or  fulfillment  of any of the  material  obligations,
covenants or conditions  contained in any lease,  indenture,  mortgage,  deed of
trust,  promissory  note,  agreement or undertaking to which it is a party or by
which its assets are bound.

                  (b) The  Borrower has not  violated  any  applicable  statute,
regulation  or  ordinance  of the  United  States of  America  or of any  state,
municipality or any other  subdivision,  jurisdiction or agency thereof,  in any
respect materially and adversely  affecting the Borrower's  business,  property,
assets, operations or conditions, financial or otherwise.

                  (c)  The  Borrower  is  not in  default  with  respect  to any
judgment, order, writ, injunction,  decree or demand of any court, arbitrator or
governmental agency or body.

          6.10 Investment Company.  The Borrower is not an "investment  company"
               -------------------
or a company "controlled" by an "investment company",  within the meaning of the
Investment Company Act of 1940, as amended.

         6.11 Tax  Returns.  The  Borrower  has filed all tax returns  which are
              -------------
required to be filed and has paid,  or made  adequate  provision for the payment
of, all taxes which have or may become due  pursuant to such returns or pursuant
to  assessments   received.   The  Borrower  knows  of  no  material  additional
assessments  for which  adequate  reserves  have not been  established,  and the
Borrower has made adequate provision for all current taxes.

         6.12 No Undisclosed  Liabilities  or Guaranties.  The Borrower does not
              -------------------------------------------
have any  material  liabilities,  direct or  contingent,  except as disclosed or
referred to in the  financial  statements  referred  to in Section  5.03 of this
Agreement  or  otherwise  disclosed to Lender in writing or incurred by Borrower
after such date and not prohibited by the express terms of this  Agreement,  nor
has the Borrower  guaranteed,  or otherwise become responsible for, the material
obligations  of any  person,  firm  or  corporation,  other  than  as set out on
Schedule 10.12 of this Agreement or otherwise not in contravention of any of the
Borrower Documents.

         6.13 Title to Properties. The Borrower has good and marketable title to
              --------------------
all of its  property  and  assets  of  all  character,  free  and  clear  of all
mortgages, liens, interests, and encumbrances except (a) encumbrances granted to
the Lender, (b) minor  irregularities in title which do not materially interfere
with the use and enjoyment by the Borrower of such  properties and assets in the
normal course of business as presently conducted, or materially impair the value
thereof for such business,  (c) those encumbrances described on Schedule 6.13 to
this Agreement, and (d) any other encumbrances permitted under the express terms
of the Borrower Documents.

         6.14 Trademarks and Permits.  The Borrower possesses adequate licenses,
              -----------------------
patents,  copyrights,  trademarks and trade names to conduct their businesses as
now  conducted.  Neither the  Borrower  nor any of its  officers,  directors  or
employees  has received  notice or has  knowledge of any claim that the Borrower
has violated any other person's license, patent,  copyright,

                                      -22-

<PAGE>

trademark or trade name, or that the Borrower's licenses,  patents,  copyrights,
trademarks or trade names are currently  being  infringed.  The Borrower has all
governmental permits,  certificates,  consents and franchises necessary to carry
on their  businesses  as now  conducted  and to own or lease and  operate  their
properties  as now owned,  leased or operated.  All such  governmental  permits,
certificates, consents and franchises are valid, and in effect, and the Borrower
is not in violation  thereof,  and none of them  contains  any term,  provision,
condition or limitation  more  burdensome  than generally  applicable to persons
engaged in the same or similar business.

         6.15 No  Defaults.  The  Borrower  is not in default in the  payment or
              -------------
performance  of any of its  obligations  or in the  performance of any mortgage,
indenture,  lease,  contract or other  agreement,  instrument or  undertaking to
which  it is a party or by which it or any of its  assets  may be  bound,  which
default would have a material adverse effect on the business operations,  assets
or condition,  financial or otherwise,  of the  Borrower,  taken as a whole.  No
Unmatured  Default or Event of  Default  hereunder  or under the other  Borrower
Documents has occurred and is  continuing.  The Borrower is not in default under
any order,  award or decree of any court,  arbitrator or governmental  authority
binding  upon or  affecting  it or by which  any of its  assets  may be bound or
affected  which default would have a material  adverse effect on the business of
such Borrower.  The Borrower is not subject to any order,  award or decree which
is likely to materially adversely affect the ability of the Borrower to carry on
its  business as  currently  conducted or the ability of the Borrower to perform
its  obligations  under this Agreement  and/or the other  Borrower  Documents to
which it is a party.

         6.16 Employee Benefit Plans. Except as have been otherwise disclosed in
              -----------------------
writing to the Lender, any Plans in existence are in substantial compliance with
ERISA, no Plan is insolvent or in reorganization,  no Plan has an accumulated or
waived  funding  deficiency  within the meaning of Section 412 of the Code,  the
Borrower  has not  incurred  any  material  liability  (including  any  material
contingent  liability)  to or on account of a Plan  pursuant to  Sections  4062,
4063,  4064,  4201 or 4204 of ERISA,  no  proceedings  have been  instituted  to
terminate any Plan,  and no condition  exists which  presents a material risk to
the Borrower of incurring a liability to or on account of a Plan pursuant to any
of the foregoing sections of ERISA.

         6.17 No  Material  Adverse  Conditions.  There is no fact  known to the
              ----------------------------------
Borrower  (other than matters of a general  economic or political  nature) which
materially  adversely  affects  the  business,  property,  assets  or  financial
condition  of the  Borrower  which has not been  disclosed  to the Lender or set
forth in the other  documents,  certificates  and  statements  furnished  to the
Lender by or on behalf of the  Borrower  prior to the date hereof in  connection
with the transactions contemplated hereby.

         6.18 Regulations Q and U. The Borrower is not engaged  principally,  or
              --------------------
as one of the  Borrower's  important  activities,  in the  business of extending
credit for the  purpose of  purchasing  or  carrying  margin  stock  (within the
meaning  of  Regulation  Q of the  Board of  Governors  of the  Federal  Reserve
System),  and will not use the proceeds of the Loans so as to violate Regulation
U as it may be  amended  or  interpreted  from  time  to time  by the  Board  of
Governors of the Federal Reserve System.

         6.19   Environmental   Matters.   Except  as  otherwise  disclosed   in
                ------------------------
writing to the Lender,

                                      -23-

<PAGE>

the Borrower  fully  complies  with all federal,  state and local  environmental
laws, rules, regulations,  ordinances and other requirements including,  without
limitation,  those which relate to the production,  storage,  disposal or use of
any and all hazardous or toxic wastes, and including,  without  limitation,  the
provisions  of  42  U.S.C.ss.ss.9601  et  seq.  (CERCLA,  Super  Fund);  and  42
U.S.C.ss.ss.6901 et seq. (RCRA).      --------
                 -------

         6.20     No Public Utility Holding Company.       The Borrower is not a
                  ----------------------------------
"holding  company,"  or a  "subsidiary  company" of a "holding  company,"  or an
affiliate of either,  within the meaning of the Public Utility  Holding  Company
Act of 1935, as amended.

         6.21     No Subsidiaries.  The Borrower has no Subsidiaries.
                  ----------------

         6.22   Disclosure. Neither this Agreement, nor any agreement, document,
                -----------
certificate or statement furnished to the Lender by or on behalf of the Borrower
in connection with the transactions  contemplated by this Agreement contains any
untrue  statement  of any  material  fact or,  except in the case of budgets and
forward financial forecasts,  omits to state any material fact necessary to make
the  statements  contained  herein or therein not  misleading as of the time the
Borrower  makes  the  statement;  provided  however,  that the  Borrower  has an
immediate and  continuing  obligation  to supplement  any of the foregoing if it
should subsequently contain an untrue statement of any material fact or omits to
state any material fact  necessary to make the  statements  contained  herein or
therein not misleading.  There is no fact known to the Borrower which materially
and adversely  affects,  or in the future is likely to materially  and adversely
affect, the Borrower's business,  operations, affairs or condition, financial or
otherwise, which has not been disclosed to the Lender.

                                   SECTION VII
                                   -----------

                                Events of Default
                                -----------------

         The occurrence of any one or more of the following shall  constitute an
Event of Default under this Agreement (an "Event of Default"):

         7.01  Failure  to Pay.  If the  Borrower  shall fail to pay in full any
               ----------------
installment of principal or interest on any of the Notes,  or payments  required
by this Agreement, within five (5) days after such payment first became due.

         7.02 No Notice Required.  If the Borrower with respect to the following
              -------------------
provisions shall fail to observe,  perform or comply with any term,  obligation,
covenant,  agreement,  condition or other provision  contained in Sections 5.02,
5.04, 5.07,  5.10, 5.12, 5.13, 5.15, or 5.18 of this Agreement,  or any Event of
Default occurs under any of the other Borrower Documents.

         7.03  Notice  Required.  If the  Borrower  with  respect  to any  term,
               -----------------
obligation,  covenant, agreement, condition or other provision (other than those
referred to in Sections 9.01 or 9.02 hereof)  contained or referred to in any of
the  Borrower  Documents  shall fail to  observe,  perform or comply  with those
provisions,  and such failure shall not have been fully corrected  within thirty
(30) days after the Lender has given written notice thereof to such obligor.

                                      -24-

<PAGE>

         7.04 Falsity of  Representation or Warranty.  If any  representation or
              ---------------------------------------
warranty or other  statement of fact contained in any of the Borrower  Documents
or in any writing,  certificate,  report or statement at any time  furnished the
Lender by or on behalf of the Borrower  pursuant to or in  connection  with this
Agreement  shall have been false or misleading in any material  respect or which
shall omit a material fact,  whether or not made with knowledge,  at the time it
was made.

         7.05  Judgments.  If a final  judgment or judgments  for the payment of
               ----------
money in excess of the sum of One Hundred Thousand Dollars ($100,000.00), in the
aggregate,  or with  respect to property  with a value in excess of such amount,
shall be rendered  against the  Borrower and such  judgment or  judgments  shall
remain  unsatisfied for a period of thirty (30) consecutive days after the entry
thereof and within that thirty (30) days has not been (a) stayed pending appeal,
or (b) discharged.

         7.06 Adverse  Financial Change. If there should be any material adverse
              --------------------------
change in the  financial  condition  of the Borrower as  determined  in Lender's
discretion,  from its financial  condition as shown on the financial  statements
referred to in Section 6.08 of this  Agreement,  and such adverse  change is not
fully corrected to Lender's reasonable satisfaction within sixty (60) days after
notice with respect thereto from the Lender.

         7.07 Other Obligations.  Subject to the exception  contained in Section
              ------------------
5.02(b) of this  Agreement,  if the Borrower  shall fail to observe,  perform or
comply with the terms, obligations,  covenants, agreements,  conditions or other
provisions of any  agreement,  document or instrument  (including  leases) other
than this Agreement and the other Borrower Documents which (a) the Lender or any
of its  Affiliates  has entered into with the  Borrower  and which  involves any
Indebtedness to the Lender and/or any of its Affiliates in any amount or (b) any
other  Person has entered into with the  Borrower  and/or any of its  Affiliates
which  involves  Indebtedness  (or  in  the  case  of  leases,  in  total  lease
obligations  under any  single  lease) in any  single  instance  exceeding  Five
Hundred Thousand Dollars ($500,000.00).

         7.08 Dissolution or Termination of Existence.  If the Borrower,  either
              ----------------------------------------
Guarantor and/or any Affiliate of the Borrower takes any action that is intended
to result in the termination, dissolution or liquidation of the Borrower.

         7.09     Solvency.
                  ---------

                  (a) If the  Borrower  or  either  Guarantor  shall (1) have an
order  of  relief  entered  in any  proceeding  filed by it  under  the  federal
bankruptcy  laws (as in effect on the date of this  Agreement  or as they may be
amended from time to time);  (2) admit its inability to pay its debts  generally
as they become due;  (3) become  insolvent  in that its total  assets are in the
aggregate  worth  less  than all of its  liabilities  or it is unable to pay its
debts  generally  as they  become  due;  (4) make a general  assignment  for the
benefit of  creditors;  (5) file a  petition,  or admit (by  answer,  default or
otherwise)  the  material  allegations  of any  petition  filed  against  it, in
bankruptcy  under the federal  bankruptcy laws (as in effect on the date of this
Agreement or as they may be amended  from time to time),  or under any other law
for the relief of debtors,  or for

                                      -25-

<PAGE>

the discharge,  arrangement or compromise of their debts;  or (6) consent to the
appointment of a receiver, conservator,  trustee or liquidator of all or part of
its assets.

                  (b) If a petition  shall have been filed  against the Borrower
or either  Guarantor in  proceedings  under the federal  bankruptcy  laws (as in
effect on the date of this  Agreement,  or as they may be  amended  from time to
time), or under any other laws for the relief of debtors,  or for the discharge,
arrangement  or compromise  of their debts,  or an order shall be entered by any
court of competent jurisdiction appointing a receiver,  conservator,  trustee or
liquidator of all or part of the Borrower's  assets,  and such petition or order
is not  dismissed  or stayed  within  sixty (60)  consecutive  days after  entry
thereof.

                                  SECTION VIII
                                  ------------

                              Remedies Upon Default
                              ---------------------

         Notwithstanding  anything  to the  contrary,  if any  Event of  Default
occurs  under  Section  7.09 of  this  Agreement,  the  Revolving  Credit  shall
automatically  terminate  (if not  previously  terminated  or expired),  and the
entire unpaid balance of all Revolving  Credit Loans and Revolving Credit Notes,
and all other  obligations of the Borrower  under and/or in connection  with the
Borrower Documents, shall automatically, without requirement of any presentment,
demand or notice of any kind (all of which are hereby  waived by the  Borrower),
become  immediately  due and  payable in full.  Also  notwithstanding  any other
provision of this Agreement,  if any other Event of Default under this Agreement
occurs,  the Lender,  in its  individual  discretion,  and without notice to the
Borrower,  may terminate the Revolving Credit, in which case the Lender shall be
under no further obligation to grant any Revolving Credit Loans to the Borrower.
In  addition,  upon the  occurrence  of any  Event of  Default,  and at any time
thereafter, unless all Events of Default have been waived in a writing signed by
the Lender  specifically  providing the waiver, the Lender shall have all of the
following rights and remedies and it may exercise one or more of them, singly or
in conjunction with others.

         8.01  Right to  Offset.  The  Lender  shall  have the  right to set off
               -----------------
against,  or appropriate and apply toward the payment of, the obligations of the
Borrower to that  Lender,  pursuant to this  Agreement  or as  evidenced  by the
Revolving Credit Notes whether such obligations shall have matured in due course
or by acceleration, any and all deposit balances and other sums and indebtedness
then held or owed by that Lender to or for the credit or account of the Borrower
and/or either Guarantor. For such purpose the Borrower and each Guarantor hereby
pledges to and grants a security interest in such deposit  balances,  other sums
and indebtedness of the Lender to secure all of the Borrower's obligations under
this Agreement and the Revolving Credit Notes.  Such offsets  following an Event
of Default  may occur  without  notice to or demand  upon the  Borrower,  either
Guarantor  or any other  Person,  all of such  notices and demands  being hereby
waived.

         8.02 Enforcement of Rights. The Lender shall have the right, to proceed
              ----------------------
to protect  and  enforce  its  rights by suit in equity,  action at law or other
appropriate  proceedings  either for  specific  performance  of any  covenant or
condition contained in any of the Borrower Documents,  or in aid of the exercise
of any power granted in any of the Borrower Documents.

                                      -26-

<PAGE>

         8.03 Rights Under Security Instruments.  The Lender shall also have all
              ----------------------------------
rights  and  remedies  granted  it under  the  Pledge  Agreement,  the  Guaranty
Agreements  and any and all other  Borrower  Documents  securing or intending to
secure the Borrower's obligations under the Revolving Credit Notes, or any other
indebtedness or obligation of the Borrower under the Borrower Documents.

         8.04 Cumulative Remedies.  All of the rights and remedies of the Lender
              --------------------
upon  occurrence  of an Event of Default  shall be  cumulative  to the  greatest
extent  permitted by law, may be exercised  successively or  concurrently,  from
time to time,  and shall be in  addition  to all of those  rights  and  remedies
afforded the Lender at law, or in equity, or in bankruptcy.  Notwithstanding the
foregoing,  the Lender shall be entitled to recover from the cumulative exercise
of all  remedies  an  amount  no  greater  than  the  sum of (a)  the  aggregate
outstanding  principal  amount of the Loan, (b) all accrued but unpaid  interest
with  respect  to the  aggregate  principal  amount of the  Loan,  (c) any other
amounts  that the  Borrower is required by this  Agreement  to pay to the Lender
(for example,  and without  limitation,  the reimbursement of expenses and legal
fees, and late charges), and (d) any costs, expenses or damages which the Lender
is otherwise  permitted to recover by the terms of this Agreement.  Any exercise
of any right or remedy  shall not be deemed to be an  election  of that right or
remedy to the exclusion of any other right or remedy.

                                   SECTION IX
                                   ----------

                                Fees and Expenses
                                -----------------

         9.01  Transaction  Expenses.  The Borrower shall pay to the Lender upon
               ----------------------
demand all out-of-pocket  expenses incurred by the Lender in connection with the
transactions  contemplated by this Agreement,  including, but not limited to the
Lender's  reasonable  attorneys'  fees  incurred in preparing,  negotiating  and
closing  the  Borrower  Documents  and any and all  costs and fees  incurred  in
connection with the recording or filing of any documents or instruments,  and/or
in  searches  of, any public  office,  pursuant to or as a  consequence  of this
Agreement,  or to perfect or protect any  security  for the Loans.  The Borrower
shall also pay to the Lender,  promptly  following  the  Lender's  request,  all
out-of-pocket  expenses  incurred  by  the  Lender  from  time  to  time  in the
administration of the Loans,  including,  without limitation,  any out-of-pocket
expenses (including, but not limited to, attorneys' fees) incurred by the Lender
if any of the Borrower Documents should be amended, extended and/or renewed from
time to time, or if additional Borrower Documents are prepared.

         9.02  Enforcement  Expenses.  If any Event of Default shall occur under
               ----------------------
this Agreement,  or any default shall occur under any of the Borrower  Documents
or any related  documents,  the Borrower shall pay to the Lender,  to the extent
allowable by  applicable  law,  such amounts as shall be sufficient to reimburse
the Lender fully for all of its costs and expenses  incurred in enforcing and/or
protecting its rights and remedies under the Borrower  Documents and any related
documents, including without limitation its reasonable attorneys' fees and court
costs. Such amounts shall be deemed to be included in the obligations secured by
the Security Agreement.

                                      -27-

<PAGE>

                                    SECTION X
                                    ---------

                            Miscellaneous Provisions
                            ------------------------

         10.01  Business  Days. If any provision of this Agreement or any of the
                ---------------
other  Borrower  Documents  requires  that the  Borrower  make any  payment,  or
otherwise  perform  any  act,  on a day on  which  the  Lender  is not  open for
business, then that payment or action shall be deemed to be due on the first day
thereafter that the Lender is open for business.

         10.02 Term of this Agreement. The term of this Agreement shall commence
               -----------------------
as of the date  hereof,  and  continue  until all Loans and  accrued  but unpaid
interest  thereon shall have been paid in full and the Borrower  shall have paid
or performed all of its obligations hereunder.

         10.03 No  Waivers.  Failure  or delay by the Lender in  exercising  any
               ------------
rights shall not be deemed to be or operate as a waiver of that right, nor shall
any right be exclusive of any other right referred to in this  Agreement,  or in
any other  related  document,  or available  at law or in equity,  by statute or
otherwise.  Any single or partial  exercise of any right shall not  preclude the
further exercise of that right. Every right of the Lender shall continue in full
force and effect until such right is specifically  waived in a writing signed by
the Lender.

         10.04 Course of Dealing. No course of dealing between the Borrower, the
               ------------------
Guarantors  and the  Lender  shall  operate  as a waiver of any of the  Lender's
rights under any of the Borrower Documents.

         10.05 Certain Waivers by the Borrower and the Guarantors.  The Borrower
               ---------------------------------------------------
and each Guarantor hereby waives, to the extent permitted by applicable law, (a)
all presentments, demands for performances, notices of nonperformance (except to
the extent specifically  required by this Agreement or any other of the Borrower
Documents),  protests,  notices of protest and notices of dishonor in connection
with the Notes (b) any requirement of diligence or promptness on the part of the
Lender in  enforcement  of rights  under the  provisions  of any of the Borrower
Documents,  and (c) any requirement of marshaling  assets or proceeding  against
persons or assets in any particular order.

         10.06 Severability. If any part, term or provision of this Agreement is
               -------------
held by any court to be  unenforceable  or prohibited  by any law  applicable to
this Agreement, the rights and obligations of the parties shall be construed and
enforced with that part, term or provision  limited so as to make it enforceable
to the greatest extent allowed by law, or, if it is totally unenforceable, as if
this Agreement did not contain that particular part, term or provision.

         10.07    Time of the Essence.    Time  shall  be of  the essence in the
                  --------------------
performance of all of the Borrower's and the Guarantors'  obligations  under the
Borrower Documents.

         10.08 Benefit and Binding  Effect.  This  Agreement  shall inure to the
               ----------------------------
benefit of the Lender,  its successors and assigns,  and all  obligations of the
Borrower and the Guarantors shall bind their heirs,  executors,  successors and,
if and to the  extent  assignment  is  otherwise  permitted  by this  Agreement,
assigns.

                                      -28-

<PAGE>

         10.09  Further  Assurances.  The  Borrower  shall  sign such  financing
                --------------------
statements or other documents or instruments as the Lender may request from time
to time more fully to create,  perfect,  continue,  maintain  or  terminate  the
rights and security interests intended to be granted or created pursuant to this
Agreement, the Security Agreement, and any other Borrower Documents.

         10.10  Incorporation  by  Reference.  All  schedules,  annexes or other
                -----------------------------
attachments to this Agreement are incorporated into this Agreement as if set out
in full at the first place in this Agreement that reference is made thereto.

         10.11 Entire  Agreement;  No Oral  Modifications.  This Agreement,  the
               -------------------------------------------
schedules and annexes  hereto,  and the documents  and  instruments  referred to
herein  constitute  the entire  agreement  of the  parties  with  respect to the
subject matter hereof,  and supersede all prior  understandings  with respect to
the subject matter hereof. No change,  modification,  addition or termination of
this Agreement or any of the Borrower  Documents shall be enforceable  unless in
writing and signed by the party against whom enforcement is sought.

         10.12  Headings.  The headings used in this  Agreement are included for
                ---------
ease of reference  only and shall not be  considered  in the  interpretation  or
construction of this Agreement.

         10.13  Governing  Law.  This  Agreement  and the related  documents and
                ---------------
instruments  shall be governed by and construed in  accordance  with the laws of
the Commonwealth of Kentucky without regard to conflicts of laws unless,  except
to the extent that the laws of any other  state,  province or country  where the
Collateral  is located  require that the laws of such other  state,  province or
country shall govern the creation,  perfection  or  enforcement  of the Lender's
rights and security interests in such Collateral.

         10.14 Assignments. Neither the Borrower nor either Guarantor may assign
               ------------
any rights under this  Agreement to any other party.  Any  attempted  assignment
shall be a default under this Agreement and shall be null and void.

         10.15    Multiple Counterparts.
                  ----------------------

                  (a) This Agreement may be signed by each party upon a separate
copy, and in such case one counterpart of this Agreement shall consist of enough
of such copies to reflect the signature of each party.

                  (b)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement or the terms  thereof to produce or
account for more than one of such counterparts.

                                      -29-

<PAGE>

         10.16    Notices.
                  --------

                  (a) Any  requirement of the Uniform  Commercial  Code or other
applicable  law of  reasonable  notice  shall be met if such  notice is given at
least ten (10) Business Days before the time of sale, disposition or other event
or thing giving rise to the requirement of notice.

                  (b) Except as provided in subsection (c) below, all notices or
communications   under  this  Agreement   shall  be  in  writing  and  shall  be
hand-delivered,  sent by  courier,  or mailed to the  parties  addressed  to the
addresses as follows and any notice so addressed and (1)  hand-delivered,  shall
be deemed to have been given when so  delivered,  or (2) mailed by registered or
certified  mail,  return receipt  requested,  shall be deemed to have been given
when mailed,  or (3) delivered to a recognized small package  overnight  courier
service to the address of the intended recipient with shipping prepaid, shall be
deemed to have been given  when so  delivered  to such  courier.  Addresses  for
notices are as follows:

                  (1)      If to the Lender: BANK OF LOUISVILLE
                                             500 W. Broadway
                                             Louisville, Kentucky  40202

                  with a courtesy copy to:   BROWN, TODD & HEYBURN PLLC
                                             400 West Market Street, 32nd Floor
                                             Louisville, Kentucky  40202-3363
                                             Attn:  Charles R. Keeton, Esq.

                  (2)      If to the Borrower: ORIG, LLC
                                               10172 Linn Station Road 200
                                               Louisville, Kentucky  40223
                                               Attn:    Neil Mitchell

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.

                  (3)      If to the Guarantor:  J. D. NICHOLS
                                                 10172 Linn Station Road 200
                                                 Louisville, Kentucky  40223

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.

                                      -30-

<PAGE>

                  (4)      If to the Guarantor:  BRIAN LAVIN
                                                 10172 Linn Station Road 200
                                                 Louisville, Kentucky  40223

                  with a courtesy copy to:  GREENBAUM DOLL & MCDONALD PLLC
                                            3300 National City Tower
                                            Louisville, Kentucky  40202
                                            Attn:  Tandy C. Patrick, Esq.


                   (c) The  parties  may at any  time,  and  from  time to time,
change  the  address or  addresses  to which  notice  shall be mailed by written
notice setting forth the changed address or addresses.

         10.17 Survival of Covenants. All covenants, agreements,  warranties and
               ----------------------
representations  made by the Borrower  herein  shall  survive the making of each
Revolving Credit Loan and the execution and delivery of the Borrower  Documents,
and shall be deemed to be remade  and  restated  by the  Borrower  each time the
Borrower requests a Revolving Credit Loan.

         10.18. Consent to Jurisdiction. THE BORROWER AND THE GUARANTORS CONSENT
                ------------------------
TO ONE OR MORE ACTIONS BEING INSTITUTED AND MAINTAINED IN THE JEFFERSON  COUNTY,
KENTUCKY,  CIRCUIT COURT AND/OR THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF KENTUCKY (AT LENDER'S  DISCRETION) TO ENFORCE THIS AGREEMENT  AND/OR
ONE OR MORE OF THE OTHER BORROWER DOCUMENTS, AND WAIVE ANY OBJECTION TO ANY SUCH
ACTION BASED UPON LACK OF PERSONAL OR SUBJECT  MATTER  JURISDICTION  OR IMPROPER
VENUE.  THE PARTIES  AGREE THAT ANY PROCESS OR OTHER LEGAL SUMMONS IN CONNECTION
WITH ANY SUCH ACTION OR  PROCEEDING  MAY BE SERVED BY MAILING A COPY  THEREOF BY
CERTIFIED  MAIL,  OR ANY  SUBSTANTIALLY  SIMILAR FORM OF MAIL,  ADDRESSED TO THE
ADDRESSES  PROVIDED IN THE  PREAMBLE TO THIS  AGREEMENT.  THE  BORROWER  AND THE
GUARANTORS ALSO AGREE THAT NONE OF THEM SHALL COMMENCE OR MAINTAIN ANY ACTION IN
ANY COURT,  ADMINISTRATIVE  AGENCY OR OTHER  TRIBUNAL  OTHER THAN THE  JEFFERSON
COUNTY,  KENTUCKY,  CIRCUIT  COURT OR THE UNITED STATES  DISTRICT  COURT FOR THE
WESTERN  DISTRICT OF KENTUCKY WITH RESPECT TO THIS  AGREEMENT,  ANY OTHER OF THE
BORROWER DOCUMENTS,  ANY OF THE TRANSACTIONS PROVIDED FOR OR CONTEMPLATED IN ANY
OF THE  BORROWER  DOCUMENTS,  OR ANY CAUSE OF ACTION OR ALLEGED  CAUSE OF ACTION
ARISING OUT OF OR IN CONNECTION WITH ANY DEBTOR AND CREDITOR  RELATIONSHIP AMONG
THE PARTIES THAT MAY EXIST FROM TIME TO TIME.

                                      -31-

<PAGE>

         10.20 JURY TRIAL WAIVER.  THE BORROWER AND EACH GUARANTOR HEREBY WAIVES
               ------------------
ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING
OUT OF THIS AGREEMENT,  THE REVOLVING  CREDIT NOTES, THE PLEDGE  AGREEMENT,  THE
GUARANTY AGREEMENTS AND/OR ANY OTHER OF THE BORROWER  DOCUMENTS.  THIS WAIVER IS
INTENDED  TO APPLY TO ANY AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS,  TORT CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW
AND STATUTORY  CLAIMS.  THE BORROWER AND EACH GUARANTOR  ACKNOWLEDGES  THAT THIS
WAIVER  IS A  MATERIAL  INDUCEMENT  FOR THE  LENDER  TO  ENTER  INTO A  BUSINESS
RELATIONSHIP,  AND THAT THE  LENDER  HAS  ALREADY  RELIED ON THIS  WAIVER IN ITS
DEALINGS WITH THE BORROWER AND THE  GUARANTORS.  THE BORROWER AND EACH GUARANTOR
FURTHER  WARRANTS AND  REPRESENTS  THAT EACH HAS  REVIEWED  THIS WAIVER WITH ITS
LEGAL  COUNSEL,  AND THAT EACH KNOWINGLY AND  VOLUNTARILY  WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING  CONSULTATION  WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
OF THIS  AGREEMENT,  THE  REVOLVING  CREDIT  NOTES,  THE PLEDGE  AGREEMENT,  THE
GUARANTY  AGREEMENTS  AND/OR  THE  OTHER  BORROWER  DOCUMENTS.  IN THE  EVENT OF
LITIGATION,  THIS  AGREEMENT  MAY BE FILED AS A WRITTEN  CONSENT TO TRIAL BY THE
COURT.

         10.21 ACKNOWLEDGEMENT. THE BORROWER ACKNOWLEDGES THAT IT HAS RECEIVED A
               ----------------
COPY OF THIS  AGREEMENT  AND  EACH OF THE  OTHER  BORROWER  DOCUMENTS,  AS FULLY
EXECUTED BY THE PARTIES THERETO. THE BORROWER  ACKNOWLEDGES THAT IT (A) HAS READ
THIS AGREEMENT AND THE OTHER BORROWER  DOCUMENTS OR HAS CAUSED SUCH DOCUMENTS TO
BE EXAMINED BY ITS REPRESENTATIVES OR ADVISORS;  (B) IS THOROUGHLY FAMILIAR WITH
THE  TRANSACTIONS   CONTEMPLATED  IN  THIS  AGREEMENT  AND  THE  OTHER  BORROWER
DOCUMENTS;   AND  (C)  HAS  HAD  THE   OPPORTUNITY  TO  ASK  SUCH  QUESTIONS  TO
REPRESENTATIVES OF THE LENDER, AND RECEIVE ANSWERS THERETO, CONCERNING THE TERMS
AND CONDITIONS OF THE TRANSACTIONS  CONTEMPLATED IN THIS AGREEMENT AND THE OTHER
BORROWER  DOCUMENTS AS IT DEEMS NECESSARY IN CONNECTION WITH THE ITS DECISION TO
ENTER INTO THIS AGREEMENT.


             [THIS BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                      31-A

<PAGE>

         IN WITNESS  WHEREOF,  the parties have signed this  Agreement as of the
date set  forth in the  preamble  hereto,  but  actually  on the dates set forth
below.

                                      Lender:

                                      BANK OF LOUISVILLE


                                      By /s/ Richard Bean
                                        ----------------------------------------
                                      Richard Bean, Senior Vice President

                                      Date: August 15, 2000


                                      Borrower:

                                      ORIG, LLC


                                      By /s/ J.D. Nichols
                                        ----------------------------------------
                                      J. D. Nichols, Manager

                                      Date: August 15, 2000



                                      /s/ J.D. Nichols
                                      ------------------------------------------
                                      J. D. NICHOLS

                                      Date: August 15, 2000



                                      /s/ Brian Lavin
                                      ------------------------------------------
                                      BRIAN LAVIN

                                      Date: August 15, 2000



                                      -32-

<PAGE>


Annexes

          Annexes A-1 - A-3   Forms of Revolving Credit Notes in favor of the
                              Lender
          Annex B             Form of Pledge Agreement
          Annex C             Paragraphs for Opinion of Counsel for the Borrower
                              and Guarantor
          Annex D             Form of Joinder Agreement
          Annex E             Form of Partnership Notice and Acknowledgement

Schedules

          Schedule 1(P)       Partnership Interests
          Schedule 10.12      Permitted Liabilities
          Schedule 10.13      Permitted Encumbrances



<PAGE>