X03-CV-02-0518339-S (CLD)

ALBERT McCALL, et al.,               :          COMPLEX LITIGATION DOCKET

v.                                   :          Judicial District of New Britain

NEWKIRK CAPITAL LLC, et al.          :          January 7, 2004

                        AMENDED STIPULATION OF SETTLEMENT

            This Amended Stipulation of Settlement ("Stipulation") and release
is made and entered into as of the 31st day of December, 2003, by and among the
following:

            (i) Albert McCall, James E. Wilkerson, Violet Chen and Linus Chen
(collectively, the "Original Plaintiffs"), individually and on behalf of the
proposed Settlement Class (all capitalized terms not otherwise defined are
defined in Section I below);

            (ii) Defendants Newkirk Capital LLC, and Newkirk GP LLC
(collectively, "Newkirk");

            (iii) Defendants Adgold Associates LLC, Almarc Group LLC, Alvazar
Associates, Battin Associates, Chadan Associates LLC, Chader Associates LLC,
Chadgold Associates, Conzar Associates, Dasis Associates LLC, Elotrum Corp.,
Esar Associates Limited Partnership, Grezar Associates LLC, Jazar Associates
LLC, Jeseb Corp., Nozar Associates, Sanzar Associates, Tura Associates Limited
Partnership, Vican Associates, Zider Associates, Zigold Associates, and Zisgo
Associates LLC (collectively, the "General Partners" and, together with Newkirk
and the Newkirk Group (defined below), the "Newkirk Defendants"); and

            (iv) Defendant Houlihan Lokey Howard & Zukin, Inc. ("HLHZ" and,
together with Newkirk and the General Partners, the "Defendants"). (Defendants
and the Original Plaintiffs are known collectively as the "Parties.")

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                                    RECITALS

            A. On July 19, 2002, the Original Plaintiffs filed a complaint in
the Superior Court of the State of Connecticut captioned Albert McCall, et al.
v. Newkirk Capital, LLC, et al., X03-CV02-0518339-S, (the "Action"). The
Complaint in the Action asserted legal claims against the Defendants arising
from a transaction (the "Exchange") that took place on or about January 1, 2002,
as well as the Newkirk Defendants' solicitation of approval of the Exchange, the
fairness opinion purportedly rendered by HLHZ in connection with the Exchange,
and the Newkirk Group's election not to exercise certain Discounted Purchase
Option ("DPO") rights.

            B. The Exchange was a transaction by which 90 real estate limited
partnerships (the "Old Partnerships") were merged into subsidiaries of a newly
formed master limited partnership (the "MLP"). (The limited partners in one
additional limited partnership were solicited to participate in the Exchange,
but the requisite vote was not received.) Only those Limited Partners in the Old
Partnerships who were accredited investors within the meaning set forth in
Regulation D of the Securities Act of 1933, as amended ("Accredited Investors"),
at the time of the Exchange were entitled to become limited partners in the MLP
in the Exchange. Those limited partners in the Old Partnerships that were not
Accredited Investors received or were entitled to receive a cash payout pursuant
to the terms of the Exchange. The owners of several other entities, affiliated
with Newkirk, that performed management services for or held the debt of the Old
Partnerships also exchanged their ownership interests for limited partnership
units in the MLP. The Newkirk Defendants solicited the approval of the Exchange
by each of the Old Partnerships in a Consent Solicitation Statement/Offering
Circular circulated in the Fall of 2001 (the "Consent Solicitation") to the
limited partners of the Old Partnerships.


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            C. At the time of the Exchange, 63 of the 90 Old Partnerships had
the right to prepay their second mortgages at a discount to the outstanding
principal balance thereof at any time before the end of the initial term of the
lease encumbering the partnership's property. Such rights are referred to herein
as the Discounted Payment Options, or the "DPOs".

            D. In connection with the Exchange, HLHZ's subsidiary, Houlihan
Lokey Howard and Zukin Financial Advisors, Inc. ("Houlihan Finanical Advisors")
was retained to render an opinion as to the fairness of the Exchange, from a
financial perspective, to the limited partners of the Old Partnerships (the
"Fairness Opinion").

            E. The Original Plaintiffs were limited partners in three of the Old
Partnerships. Plaintiff Wilkerson was an Accredited Investor and received MLP
units in the Exchange. Original Plaintiffs McCall and the Chens received a cash
payment in the Exchange for their Old Partnership units. The number of MLP units
provided in the Exchange to an Accredited Investor limited partner of a given
Old Partnership was based on the number of limited partnership units owned by
the investor as well as an "Exchange Value" that was assigned to the Old
Partnerships as a means of comparing the relative value of each Old Partnership
to the other Old Partnerships and other assets being contributed to the MLP. The
cash amount paid to a limited partner of a given Old Partnership in the Exchange
who was not an Accredited Investor (or to which such limited partner was
entitled) was 65% of the value ascribed to the units for purposes of the
Exchange, a ratio established by the Newkirk Defendants to account, according to
the Newkirk Defendants, for the immediate liquidity provided to the limited
partner. Only about 1% of the limited partnership units in the Old Partnerships
were held by non-Accredited Investors.


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            F. At the time of the Exchange, affiliates of the Newkirk Defendants
owned between 30.04% and 90.63% of the limited partnership units in each of the
Old Partnerships.

            G. As stated, on July 19, 2002, the Original Plaintiffs commenced
the Action in the Connecticut Superior Court for the Judicial District of
Stamford-Norwalk at Stamford. The case was subsequently assigned to the Complex
Litigation Docket of the Judicial District of New Britain.

            H. On October 15, 2003, Class Counsel and counsel for Defendants
executed an agreement in principle (the "Letter Agreement") regarding the
settlement of the Action on behalf of the Parties. The Letter Agreement set
forth the material terms of an agreement to settle the action, subject to Court
approval, confirmatory discovery, and the negotiation of a more comprehensive
stipulation of settlement. In the Letter Agreement, the Parties agreed that,
among other things, the Newkirk Group (as defined in the Consent Solicitation)
would consider and would cause its affiliates and the MLP to enter into and
perform (all consistent with its fiduciary duties) a certain transaction
relating to the refinancing of debt and the establishment of a call right (the
"Transaction").

            I. In order to assist them in evaluating and negotiating with the
Newkirk Defendants regarding the potential Transaction, Class Counsel obtained
financial data from the Newkirk Defendants and also retained an expert in
finance and valuation to advise them.

            J. On November 24, 2003, the Transaction closed, i.e. became final,
after Class Counsel had the opportunity to review and comment on the drafts of
agreements governing the Transaction.

            K. Defendants acknowledge that they were aware that it had been
alleged in the Action that Defendants committed the wrongs described in the
Complaint, which they have


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denied and continue to deny. Defendants further acknowledge that they considered
the desirability of settling the Action by taking steps that would
satisfactorily address the claims asserted in the Action to be a material factor
to the Newkirk Group in considering and approving the Transaction.


            L. The Settlement was, among other things, contingent upon the
completion of certain additional confirmatory discovery, and Class Counsel have
now completed such additional discovery, including a review of thousands of
pages of documents produced by Defendants, and additional depositions of
representatives of Defendants.

            M. Based on their investigation of the facts and of the applicable
law, the Representative Plaintiffs and Class Counsel have concluded that the
proposed Settlement of the Action on the terms and conditions of this
Stipulation is fair, reasonable, and adequate and is in the best interests of
the Settlement Class, including both the proposed Accredited Unitholder Subclass
and the proposed Non-Accredited Unitholder Subclass, having taken into account
the risks and difficulties involved in attempting to establish a right of
recovery on behalf of the Settlement Class against all, or any, of the
Defendants, the expense and length of time necessary to continue the litigation
through trial and the appeals that might follow, the uncertainty inherent in any
complex litigation, and the substantial benefits of the Settlement for the
Accredited Unitholder Subclass and for the Non-Accredited Unitholder Subclass.

            N. The Representative Plaintiffs have claimed and continue to claim
that each and all of the contentions made by them against the Defendants in the
Action have merit. The Representative Plaintiffs expressly assert that the
claims alleged in the Action give rise to liability on the part of the
Defendants.


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<PAGE>

            O. Defendants have vigorously denied, and continue to deny, any
wrongdoing or liability with respect to all claims, events and transactions
complained of in the Action, deny that they engaged in any wrongdoing, deny that
they committed any violation of law, deny that they breached any fiduciary or
other duties, deny that they acted improperly in any way, deny liability of any
kind to the Representative Plaintiffs, other plaintiffs in the Action, or any
member of the Settlement Class, and deny, with respect to HLHZ, the existence of
personal jurisdiction over HLHZ by the Court in this Action, and with respect to
the Newkirk Group, that it is an entity capable of being subject to suit, but
consider it desirable that the Action be settled and dismissed on the merits and
with prejudice in order to: (i) avoid the substantial expense, inconvenience and
distraction of continued litigation; (ii) dispose of potentially burdensome and
protracted litigation; (iii) finally put to rest and terminate the claims
asserted in the complaint; and (iv) finally achieve total and final release,
repose and protection. In the absence of this Stipulation, Defendants would
vigorously assert and pursue several defenses as a complete bar to any further
recovery in the Action.

            P. The Parties agree that the Court should certify the Settlement
Class and its subclasses and that the Court should designate various of the
Representative Plaintiffs as representatives of the Settlement Class and the
subclasses and designate Class Counsel as counsel for the Settlement Class and
the subclasses, as more fully set forth below, solely for the purposes of this
Stipulation and the Settlement of the Action as set forth herein.

            Q. The proposed Settlement of the Action contemplated by this
Stipulation is the product of extensive, good faith, and arm's-length
negotiation between Class Counsel and counsel for the Defendants.


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<PAGE>

            NOW, THEREFORE, in consideration of the foregoing Recitals and the
agreements, covenants, representations and warranties set forth herein, IT IS
HEREBY STIPULATED AND AGREED, by and among the Parties, by and through their
attorneys or counsel of record, that, subject to the approval of the Court, and
pursuant to Connecticut Practice Book Sections 9-7 through 9-10, the Settled
Claims shall be compromised, settled, released and dismissed with prejudice upon
and subject to the following terms and conditions:

I. DEFINITIONS.

      1.1 "Accredited Unitholder Subclass" means a plaintiff subclass consisting
of those holders of units in the Old Partnerships who received units in the MLP
as part of the Exchange, excluding Defendants, the past and present officers,
directors, partners and employees, direct or indirect parents, subsidiaries and
affiliates of the Newkirk Defendants (including specifically all general
partners of the Old Partnerships) and the successors and assigns of any excluded
person.

      1.2 "Accredited Unitholder Subclass Member" means a person who falls
within the definition of the Accredited Unitholder Subclass and does not submit
a valid, timely request for exclusion from the Settlement Class by the deadline
established therefor by the Court.

      1.3 "Class Counsel" means the law firms of Bramson, Plutzik Mahler &
Birkhaeuser, LLP, Law Offices of John W. Allured, Schatz & Nobel, P.C. and the
Mills Law Firm.

      1.4 "Escrow Agent" means Gilardi & Co. LLC or such other person approved
by the Court to act as escrow agent and settlement administrator in connection
with the Settlement.

      1.5 "Defendants' Counsel" means Ballard Spahr Andrews & Ingersoll, LLP
and/or Murtha Cullina LLP.

      1.6 "Limited Partners" means the holders of limited partnership units in
the Old Partnerships.


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<PAGE>

      1.7 "Non-accredited Unitholder Subclass" means those holders of units in
the Old Partnerships who either received or were entitled to receive a cash
payment as part of the Exchange, excluding Defendants, the past and present
officers, directors, partners and employees, direct or indirect parents,
subsidiaries and affiliates of the Newkirk Defendants (including specifically
all general partners of the Old Partnerships) and the successors and assigns of
any excluded person.

      1.8 "Non-accredited Unitholder Subclass Member" means a person who falls
within the definition of the Non-accredited Unitholder Subclass and does not
submit a valid, timely request for exclusion from the Settlement Class by the
deadline established therefor by the Court.

      1.9 "MLP Limited Partners" means holders of limited partnership units in
the MLP at a given time referenced.

      1.10 "Notice Order" means the order of the Court as described in Section
4.1 hereof, substantially in the form attached as Exhibit A hereto.

      1.11 "Released Parties" means the Defendants, the past or present direct
or indirect subsidiaries, direct or indirect parents and affiliates (including
specifically all general partners of the Old Partnerships and Houlihan Financial
Advisors) and the past and present officers, directors, employees, persons who
hold shares of stock or general or limited partnership interests in one or more
of the defendants, agents, advisors, investment bankers, consultants,
accountants, attorneys, the issuer of any fairness or similar opinions,
representatives and successors of any of them.

      1.12 "Representative Plaintiffs" means the Original Plaintiffs.

      1.13 "Settlement" shall mean the settlement of the Action pursuant to the
terms of this Stipulation including its exhibits.


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<PAGE>

      1.14 "Settled Claims" means all claims, rights, demands, causes of action,
suits, damages, complaints and liabilities, that have been or could have been
asserted in the Action or in any court or other public or private body or in any
other forum (including but not limited to any claims arising under federal or
state law, including the federal securities laws, relating to alleged fraud,
breach of any duty, misrepresentation, negligence or otherwise) by or on behalf
of the Representative Plaintiffs, or any Settlement Class Members, whether
individual, class, derivative, representative, legal, equitable, or any other
type or in any other capacity against the Defendants and all other Released
Parties (in each case, in each and every capacity) which arise out of or relate
in any way, in whole or in part, to any of the facts, occurrences, transactions
or events described in the complaints in the Action or to the settlements
thereof, including but not necessarily limited to any actions or omissions in
connection with the Consent Solicitation and the Exchange, any actions or
omissions taken prior to the date of execution of the Stipulation of Settlement
arising from or related to the contract right DPOs, any actions or omissions
relating to the contract right DPOs required or permitted by the Stipulation of
Settlement, including as required or permitted by the Transaction, and those
actions or omissions by the MLP, its general partner, Defendants, and the
Released Parties in agreeing to and implementing this Settlement, including
specifically the Transaction, or to any disclosures related to any of the
foregoing. Notwithstanding the foregoing, "Settled Claims" shall not include any
claims to enforce the Stipulation of Settlement or bar claims of alleged
breaches of the Stipulation of Settlement by Defendants. (collectively, the
"Settled Claims").

      1.15 "Settlement Class" shall mean the Accredited Unitholder Subclass,
together with the Non-accredited Unitholder Subclass.


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<PAGE>

      1.16 "Settlement Class Member" means a person who falls within the
definition of the Settlement Class and does not submit a valid, timely request
for exclusion from the Settlement Class by the deadline established therefor by
the Court.

      1.17 "Settlement Effective Date" shall mean the first date on which the
Order and Final Judgment entered by the Court, as described in Section 4.7
hereof, becomes a final order, i.e., upon the latest to occur of of either of
the following: (i) if an appeal or review is not sought by any person from such
Order and Final Judgment, the 21st day after entry of such Order and Final
Judgment, provided that it is a business day, and if it is not, then the next
succeeding business day (or, if the date for taking an appeal or seeking review
shall be extended, the date of expiration of the extension if any appeal or
review is not sought); or (ii) if an appeal or review is sought from such Order
and Final Judgment, the day after such judgment is affirmed or the appeal or
review is dismissed or denied and such judgment is no longer subject to further
potential judicial review.

      1.18 "Settlement Hearing" shall mean the fairness hearing held at the time
and place designated by the Court to consider final approval of the Settlement,
certification of the Settlement Class and its subclasses, entry of a final
order, and the payment of Class Counsel's attorneys' fees and expenses and
incentive awards to the Representative Plaintiffs , as provided in Sections 4.7
and 4.9 hereof.

II. CONSIDERATION TO THE SETTLEMENT CLASS FOR SETTLEMENT.

      2.1 Full Consideration. Subject to Court approval and the conditions
specified herein, in full and final disposition, settlement, discharge, release
and satisfaction of any and all Settled Claims, the Defendants agree to provide,
and/or have provided, the consideration set forth in this Section II to the
Settlement Class Members.


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<PAGE>

      2.2 Conveyance of MLP Units. The Newkirk Group shall convey or cause its
affiliates to convey to the Accredited Unitholder Subclass Members units in the
MLP equal to 1% of the MLP. Newkirk Group or its affiliates shall convey or
cause its affiliates to convey said units to those the Accredited Unitholder
Subclass Members in those amounts (totaling the 1% amount) as directed in
writing by the Escrow Agent pursuant to the Plan of Allocation described in
Paragraph 4.4. The Newkirk Group shall convey said units or cause their
conveyance within 20 days of receiving written direction from the Escrow Agent,
provided that the Newkirk Group shall have no obligation to perform the
conveyance under this subparagraph any earlier than 20 days after the Settlement
Effective Date.

      2.3 Accredited Unitholder Payment. Within seven business days after final
approval of the Stipulation of Settlement by the trial court, the MLP shall pay
to the Escrow Agent the sum of $1.5 million in cash for the benefit of the
Accredited Unitholder Subclass Members and their counsel (the "Accredited
Unitholder Payment").

      2.4 Non-Accredited Unitholder Payment. Within seven business days after
final approval of this Stipulation of Settlement by the trial court, the MLP
shall pay to the Escrow Agent a total of $2.0 million in cash for the benefit of
the Non-accredited Unitholder Subclass Members and their counsel (the
"Non-accredited Unitholder Payment").

      2.5 The Transaction. In the Letter Agreement, the Newkirk Defendants
agreed to and have caused the MLP, NK-CR Holdings LLC ("NK-CR"), Holding
Subsidiary LLC ("Holding Subsidiary"), and T-Two Partners L.P. ("T-Two
Partners"), to enter into the Transaction, including the following governing
documents, all dated as of November 24, 2003: (i) Master Loan Agreement by and
among the MLP, Fleet National Bank, and T-Two Partners (the "Master Loan
Agreement"); (ii) Omnibus Agreement; Put-Call Option Agreement Amendment; Loan


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Commitment and Agreement by and among the MLP, NK-CR, Holding Subsidiary, and
T-Two Partners (the "Omnibus Agreement"); (iii) Revolving Loan Agreement by and
between the MLP and T-Two Partners; (iv) Reimbursement Agreement by and between
the MLP and T-Two Partners; and (v) Cash Management Agreement by and among the
MLP, T-Two Partners, and Fleet National Bank. Newkirk Defendants additionally
agree to cause the MLP, NK-CR, Holding Subsidiary, and T-Two Partners to
implement the Transaction in accordance with the terms of the agreements set
forth in this paragraph.

      2.6 Call Right Notice. If the MLP does not exercise the call right set
forth in the Omnibus Agreement by November 24, 2008, then the MLP shall provide
notice to the limited partners of the MLP that it has not exercised said right,
and the reason why; and shall exercise the call right as soon thereafter, if
ever, as its fiduciary duty permits.

      2.7 Taxable Event Contingency. If it is determined that the entering into
or performance of the Omnibus Agreement, either by itself or in conjunction with
other agreements, is a taxable event for the MLP or its limited partners
occurring before October 15, 2008, the MLP shall use commercially reasonable
efforts, subject to its fiduciary duties, to distribute from cash flow or loan
proceeds an amount to the MLP Limited Partners equal to 35% of the ordinary
income recognized in such taxable event (the "Contingent Distribution"). Should
the MLP be unable to make the Contingent Distribution, the Newkirk Group and its
affiliates shall agree to defer for a reasonable period their receipt of the
Contingent Distribution, with the amount deferred to be accrued at 6.0%
interest; additional MLP Limited Partners not affiliated with the Newkirk Group
may also elect to defer their share of the Contingent Distribution in that
instance on the same terms and conditions. Should the MLP still, after
commercially reasonable efforts and subject to its fiduciary duties, be unable
to distribute from loan proceeds or cash to those MLP Limited Partners not


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deferring the distribution their share of the Contingent Distribution, the
Newkirk Group shall lend to the MLP Limited Partners requesting such a loan an
amount equal to such limited partners' share of the Contingent Distribution,
with such loan to be at LIBO Rate + 500 basis points interest (LIBO Rate is as
defined in the Master Loan Agreement) with the amounts due secured by and
repayment to be made directly from future MLP distributions to the borrowing
limited partner.

      2.8 Taxes. The Representative Plaintiffs or their Escrow Agent shall have
responsibility for the payment of any taxes incurred on the consideration set
forth in this Section II from the date of conveyance of said consideration by
the Newkirk Defendants, except as set forth in Sections 2.7 and 5.2 herein.

III. RELEASES.

      3.1 Release of Claims by the Settlement Class. Upon the Settlement
Effective Date, the Representative Plaintiffs individually and on behalf of all
other Settlement Class Members and their successors, heirs, executors,
administrators, trustees, assigns, and beneficiaries, and any other person or
entity having any legal or beneficial interest in the claims or units as now or
previously held by any members of the Settlement Class (collectively, the
"Releasing Parties") shall have released and forever discharged the Defendants
and all other Released Parties from any and all of the Settled Claims. It is the
intention of the Parties to extinguish all such Settled Claims as of the
Settlement Effective Date and, consistent with such intentions, the Releasing
Parties, as of the Settlement Effective Date, waive their rights, to the extent
permitted by law, to any benefits of state law, federal law, or principles of
common law, which may have the effect of limiting the release set forth above.


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<PAGE>

This release therefore extends to, but is not limited to, claims that the
Releasing Parties do not know or suspect to exist in their favor at the time of
executing the release, which, if known to them might have materially affected
settlement.

      3.2 Release of Claims by Defendants. Upon the Effective Date, Defendants,
on behalf of themselves and their past and present parents, subsidiaries and
affiliates and the heirs, executors, successors and assigns of each of them,
hereby release all persons who are or at any time were plaintiffs in the Action
and all Settlement Class Members, their agents, advisors, consultants,
accountants, attorneys and representatives and the heirs, successors and assigns
of any of them, from all claims, rights, demands, causes of action, suits,
damages, complaints and liabilities arising from the filing, service and
prosecution of the Action.

IV. IMPLEMENTATION.

      4.1 Notice Order. Forthwith after the execution of this Stipulation,
counsel for the Parties shall jointly submit this Stipulation to the Court and
shall jointly request entry of a Notice Order substantially in the form of
Exhibit A hereto. The Notice Order shall specifically include provisions which,
among other things:

            a. Approve forms of Notice for mailing to the members of the
Settlement Class to notify them of the Hearing (i) on final approval of the
Settlement; (ii) on certification of the Settlement Class and subclasses and
approval of the Representative Plaintiffs as representatives of the Settlement
Class and subclasses; and (iii) on Class Counsel's application for an award of
attorneys' fees and reimbursement of costs and litigation expenses and for the
payment of incentive awards, as set forth in Section 4.9 below;

            b. Direct the Escrow Agent to mail or cause to be mailed the Notice
in the manner set forth in the Notice Order attached hereto as Exhibit A;


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            c. Direct the Escrow Agent to serve on Class Counsel and Defendants'
Counsel and file with the Court proof, by affidavit or declaration, of the
mailing of the Notice at least 10 days before the Hearing;

            d. Find that the mailing set forth in the Notice Order constitutes
the best and most practicable notice to the members of the Settlement Class, and
is due and sufficient notice of the Hearing, Proposed Settlement, application
for an award of attorneys' fees and expenses, and other matters set forth in the
Notice to all members of the Settlement Class and that the Notice fully
satisfies the requirements of due process, the Connecticut Rules of Court, and
any other applicable law;

            e. Provide a date by which any person falling within the defintion
of the Settlement Class who wishes to request exclusion from the Settlement
Class shall be required to do so.

            f. Provide that, pending final determination of whether the
Settlement should be approved, neither the Representative Plaintiffs nor any
member of the Settlement Class shall, either directly, in a representative
capacity, a derivative capacity or in any other capacity, commence, maintain or
prosecute any other action or proceeding in any court or tribunal against any of
the Released Parties asserting any of the Settled Claims, except in the Action;

            g. Schedule a Settlement Hearing to be held by the Court, at which
the Court shall consider and determine, (i) whether the proposed Settlement
should be approved as fair, reasonable and adequate with respect to the
Settlement Class and its subclasses; (ii) whether the Settlement Class should be
certified and the Representative Plaintiffs approved as representatives of the
Settlement Class and its subclasses; (iii) whether an order approving the
Settlement and a Final Judgment should be entered thereon dismissing the Action


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on the merits and with prejudice with respect to the claims brought on behalf of
the Settlement Class; and (iv) whether the application of Class Counsel for an
award of attorneys' fees, reimbursement of expenses, and for incentive awards to
the Representative Plaintiffs, should be approved;

            h. Provide that any objections by members of the Settlement Class to
the proposed Settlement and the entry of the Order and Final Judgment approving
the Settlement, or the application for an award of attorneys' fees,
reimbursement of expenses and incentive awards, shall be heard, and any papers
submitted in support of said objections shall be considered, by the Court at the
Hearing (unless, in its discretion, the Court shall direct otherwise) only if,
on or before a date to be specified in the Notice Order, persons making
objections shall file notice of their intention to appear and copies of any
papers in support of their position with the Complex Litigation Docket Office
for the Superior Court of Connecticut, Judicial District of New Britain, and
serve such notice and papers on:

                              Alan R. Plutzik
                              Bramson, Plutzik, Mahler & Birkhaeuser, LLP
                              2125 Oak Grove Road, Suite 120
                              Walnut Creek, CA 94596

                                    -and-

                              Andrew M. Schatz, Esquire
                              Schatz & Nobel, P.C.
                              330 Main Street, 2d Floor
                              Hartford, CT 06206-1851

      4.2 Escrow Agent. The Representative Plaintiffs intend to propose Gilardi
& Co. LLC ("Gilardi") to the Court to serve as Escrow Agent in this action, and
Defendants agree not to object to said request subject to the right to object to
the amount of fees requested by Gilardi. The Escrow Agent shall, subject to
Court approval: (i) receive and hold the Settlement funds; (ii) give notice to
potential and actual members of the Settlement Class pursuant to Court order;


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(iii) respond to inquiries from potential and actual members of the Settlement
Class when appropriate; (iv) allocate and distribute the settlement funds, and
pay incentive awards, attorneys' fees and expenses, if and to the extent awarded
by the Court; and (v) pay applicable taxes and tax expenses when due.

      4.3 Notice and Administration Fund. A Notice and Administration Fund shall
be established in the amount of Twenty-Five Thousand Dollars ($25,000.00), to be
drawn 60% from the amounts to be paid as the Accredited Unitholder Payment and
40% from the amounts to be paid as the Non-accredited Unitholder Payment.
Notwithstanding any other provisions hereof regarding the time of payment of the
Settlement consideration, the Notice and Administration Fund shall be paid to
the Escrow Agent within three business days of the entry of the Notice Order by
the Court. The Notice and Administration Fund shall be used to pay fees and
expenses reasonably incurred by the Escrow Agent for the purposes set forth in
Paragraph 4.2.

      4.4 Allocation of Settlement Funds. The allocation of the Settlement
consideration among the Settlement Class members shall be subject to a plan of
allocation to be proposed by Class Counsel and approved by the Court (the "Plan
of Allocation"). Defendants will take no position with respect to the proposed
Plan of Allocation or such Plan of Allocation as may be approved by the Court.
The Plan of Allocation is a matter separate and apart from the proposed
settlement between the Parties and any decision by the Court concerning the Plan
of Allocation shall not affect the validity or finality of the proposed
settlement.

      4.5 Notice to Settlement Class. Within 15 business days of the later of
(i) the date of entry of the Notice Order or (ii) the date on which the Escrow
Agent receives from the MLP and/or the Newkirk Defendants a list specifying the
names and last known addresses of each member of the Settlement Class, and as
provided for therein, the Escrow Agent shall send copies of the Notice to the


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Settlement Class members by U.S. mail, postage prepaid, addressed to the last
known addresses as appearing in the records maintained by the MLP and the
Newkirk Defendants. The Notice shall be substantially in the form of Exhibit B
hereto.

      4.6 Settlement Hearing. The Notice Order and the Notice will set forth the
date of the Settlement Hearing. At the Settlement Hearing, the Court will be
asked to consider the fairness, reasonableness, and adequacy of the terms and
conditions of the Settlement, including of the Transaction contemplated by this
Stipulation, with respect to the Settlement Class.

      4.7 Entry of Order(s) and Final Judgment(s). At or prior to the Settlement
Hearing, counsel for the Parties shall jointly submit to the Court an
appropriate proposed Order and Final Judgment, in substantially the form
attached hereto as Exhibit C which shall:

            a. Certify, for settlement purposes only, the Settlement Class and
its subclasses, appoint the Representative Plaintiffs as representatives
thereof, and appoint Class Counsel as counsel thereof.

            b. Approve the Settlement, including the Transaction contemplated
thereby, as fair, reasonable and adequate to the Settlement Class, approve the
Settlement as being in the best interests of the Settlement Class and each of
its subclasses, and direct consummation of the Settlement in accordance with the
terms and conditions of the Stipulation;

            c. Dismiss the Complaint and each and every cause of action and
claim set forth therein on the merits as to all Defendants with prejudice to the
Settlement Class;

            d. Extinguish all claims, rights, demands and causes of action that
might have been asserted therein by the Representative Plaintiffs on behalf of
themselves or the Settlement Class; and discharge Defendants and all other
Released Parties therefrom;


                                       18
<PAGE>

            e. Permanently bar the Settlement Class Members from asserting
against the Released Parties, and releasing the Released Parties from, the
Settled Claims;

            f. Reserve jurisdiction in the Court over all matters relating to
the interpretation, administration, and consummation of this Stipulation and the
Settlement provided for herein. Upon final approval of the settlement, the Court
will enter a Final Judgment that will dismiss the Action with prejudice.

            g. Provide that the Hearing may, from time to time, and without
further notice to the members of the Settlement Class, be continued or adjourned
in whole or part by Order of the Court.

      4.8 Entry of Judgment. If, at the Settlement Hearing, the Court finally
approves the Stipulation and the Settlement contemplated hereby, and the
Settlement has not been terminated, then counsel for the Parties hereto shall
request entry by the Court of the proposed Order and Final Judgment.

      4.9 Attorneys' Fees and Expenses. Class Counsel may apply to the Court for
reimbursement of reasonable expenses incurred by them in connection with the
Action, and for an award of attorneys' fees not to exceed 25% of the
Non-affiliated Unitholder Payment plus 25% of the value to be conferred by the
settlement on the Unitholder Subclass of the Settlement Class, and the
Representative Plaintiffs may apply for incentive awards not to exceed $3,000
per Representative Plaintiff. Class Counsel's request for fees will be for a
cash payment. Should Class Counsel's fees be paid in units, such payment shall
not diminish the Newkirk Defendants' obligations to pay the Unaffiliated


                                       19
<PAGE>

Unitholder Payment and the Affiliated Unitholder Payment. Class Counsel agree to
request payment of attorneys' fees and expenses in cash in an amount not greater
than $2.5 million, and the Parties further agree that any such fees and expenses
shall be paid solely from the consideration set forth in Sections 2.3 and 2.4
above. Defendants will not oppose a fee application made in accordance with this
paragraph.

V. TERMINATION

      5.1 Termination by Defendants. Pursuant to Exhibit D to this Stipulation
of Settlement, which is being filed under seal, Defendants shall have the right
to terminate the Settlement if the conditions set forth in that Exhibit occur.
The right to terminate shall be upon the terms and conditions set forth in
Exhibit D.

      5.2 Result of Termination of the Stipulation. In the event that the Court
does not approve the Settlement; or if the Court does not enter the proposed
Order and Final Judgment substantially in the form annexed hereto; or if the
Order and Final Judgment is reversed, vacated or modified on appeal so that it
is no longer substantially in the form annexed hereto as Exhibit C; or the
Stipulation is terminated, canceled or does not become effective for any other
reason; then any Party may terminate this Stipulation by giving written notice
thereof to all other parties. Upon termination of this Stipulation, all
negotiations, transactions and proceedings connected with it shall be without
prejudice to the rights of any person, firm, partnership, or corporation, and
shall not be deemed or construed to be evidence or an admission against interest
on the part of any Party or of liability on the part of any Defendant. The
Action shall then revert to its status prior to the date of execution of the
Letter Agreement, including the absence of any approved Settlement Class or
subclasses and all releases shall be deemed null and void. Additionally, the
Escrow Agent shall return to the relevant Defendants any settlement


                                       20
<PAGE>

consideration paid prior thereto by such Defendants less any portion of the
Notice and Administration Fund that has been actually and reasonably incurred by
the Escrow Agent for expenses of notice and administration, taxes or tax-related
fees or expenses.

VI. COVENANTS, REPRESENTATIONS, AND WARRANTIES

      6.1 Entry of Order and Reasonable Efforts. All of the Parties and their
counsel shall use all reasonable efforts to obtain final approval of the
Settlement and the entry of an Order and Final Judgment in the Actions pursuant
thereto. The Parties, and their respective counsel, agree to use all reasonable
efforts to effectuate the transactions contemplated hereby and to fulfill any
and all conditions set forth herein.

      6.2 No Motion. The Parties and their counsel shall not make any
applications for sanctions pursuant to any court rule or statute with respect to
any claims or defenses in the Action.

      6.3 Class Counsel's Authorization. Class Counsel are expressly authorized
by the Representative Plaintiffs to take all appropriate action required, or
permitted to be taken, by the Representative Plaintiffs individually or on
behalf of the Settlement Class pursuant to the Stipulation to effectuate its
terms and are also expressly authorized to enter into any modifications or
amendments to the Stipulation on behalf of the Representative Plaintiffs.

      6.4 Defendants' Counsel's Authorization. Defendants' Counsel are expressly
authorized to sign this Stipulation on behalf of each of their clients.

      6.5 No Assignment. The Representative Plaintiffs and Class Counsel
represent and warrant that none of the Representative Plaintiffs' alleged claims
or causes of action against the Defendants have been assigned, or in any manner
transferred, in whole or in part.


                                       21
<PAGE>

      6.6 HLHZ. HLHZ represents and warrants that neither it nor any business
entities that are or at any time since June 26, 2000 were direct or indirect
parents, subsidiaries and affiliates of HLHZ are members of the Settlement
Class.

      6.7 Newkirk Defendants' Representation. The Newkirk Defendants represent
and warrant that they will cause the MLP not to distribute any extraordinary
dividends to the unitholders of the MLP prior to the conveyance of the MLP units
set forth in Paragraph 2.2 above, unless the MLP reserves payment of such
extraordinary dividend with respect to the units to be transferred pursuant to
Paragraph 2.2., and such reserved amounts will in such instance be conveyed to
the same class members as, at the same time as, and in the same proportionate
amounts as, the MLP units conveyed pursuant to Paragraph 2.2.

VII. MISCELLANEOUS

      7.1 Stipulation Not Admission. Neither this Stipulation, including any
exhibit or document referenced herein, nor any action taken to effectuate or
further this Stipulation or the Settlement set forth herein, may be construed
as, or may be used as an admission by, or against, any of the Released Parties
of any fault, wrongdoing or liability whatsoever, or as a waiver or limitation
of any defenses otherwise available to any of the Released Parties. Entering
into, or carrying out, this Stipulation, the exhibits hereto, and any
negotiations or proceedings related thereto shall not in any event be construed
as, or deemed to be evidence of, an admission or concession by any of the
Released Parties, or to be a waiver of any applicable defense, and shall not be
offered or received in evidence in any action or proceeding against any party
hereto in any court, administrative agency or other tribunal for any purpose
whatsoever other than to enforce or effectuate the provisions of this
Stipulation or the provisions of any of the exhibits to this Stipulation.
Neither this Stipulation, including any exhibit or document referenced herein,


                                       22
<PAGE>

nor any action taken to effectuate or further this Stipulation or the Settlement
set forth herein, may be construed as, or may be used as an admission by, or
against, the Representative Plaintiffs or any member of the Settlement Class
that their claims are without merit or that recoverable damages do not exceed
the consideration provided by Defendants under the Settlement as set forth in
this Stipulation. The Parties hereto each specifically reserve all rights,
claims, demands, defenses, actions or causes of action which each Party
presently has, or claims to have, against any of the others and nothing
contained herein will be deemed to affect the same, until the Effective Dates as
set forth herein, at which time the releases described in Article III hereof
shall become effective.

      7.2 Recitals, Definitions, and Captions. The definitions and recitals set
forth above and the Exhibits hereto are essential elements of this Stipulation.
The captions contained in this Stipulation are inserted only as a matter of
convenience and in no way define, limit, extend, or describe the scope of this
Stipulation or the intent of its provisions.

      7.3 Entire Agreement. This Stipulation including the exhibits hereto and
the documents identified in Section 2.5 sets forth the entire agreement of the
Parties in respect to the Settlement and supersedes all prior oral or written
agreements, arrangements, understandings, inducements, promises, and warranties,
not embodied or incorporated herein, relating to the subject matter of this
Stipulation. Prior discussions and negotiations are superseded by, and merged
into, this Stipulation.

      7.4 Counterparts. This Stipulation may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


                                       23
<PAGE>

      7.5 Modifications. The provisions of this Stipulation (including any time
periods specified herein) may be modified by written agreement of counsel for
all the Parties with the consent of the Court and without further notice to the
Settlement Class unless the Court requires such notice. The terms and provisions
of this Stipulation may not be changed, waived, modified, or varied in any
manner unless in writing duly signed by Defendants' Counsel and Class Counsel.

      7.6 Waiver. The failure of any Party to enforce at any time any provision
of this Stipulation shall not be construed as a waiver of such provision, nor be
construed in any way to effect the validity of this Stipulation or any part
hereof or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Stipulation shall be held to
constitute a waiver of any other breach.

      7.7 Successors. This Stipulation shall be binding upon, and inure to the
benefit of, the Parties and their successors and assigns. No Party may assign
its rights or obligations hereunder without the prior written consent of all of
the other Parties.

      7.8 Third Parties. Nothing in this Stipulation, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Stipulation on any persons other than the Parties and their respective
successors and assigns, nor is anything in this Stipulation intended to relieve
or discharge the obligations or liabilities of any third parties to any Party,
nor shall any provision give any third parties any right of subornation or
action over or against any Party.

      7.9 Notices. Any and all notices, requests, consents, directives or
communications by any party intended for any other party shall be in writing,
shall be given personally or by telecopier and by postage prepaid certified or


                                       24
<PAGE>

registered mail, return receipt requested, and shall be deemed delivered on the
earlier of (a) the date received and (b) the date four business days after the
date of deposit in a United States Postal Depository, and shall be addressed as
follows:


                                       25
<PAGE>

                             Ballard Spahr Andrews &
                             Ingersoll, LLP
                             1735 Market Street
                             51st Floor
                             Philadelphia, PA 19103
                             Attn: Stephen J. Kastenberg
                             Fax: 215-864-9751

                             Counsel for Defendants

                             Houlihan Lokey Howard &
                             Zukin, Inc.
                             1930 Century Park West
                             Los Angeles, CA 90067
                             Fax: 310-553-2173
                             Attn: Legal Department

                             Houlihan Lokey Howard &
                             Zukin, Inc.

                             Alan R. Plutzik
                             Bramson, Plutzik, Mahler &
                             Birkhaeuser, LLP
                             2125 Oak Grove Rd, Suite 120
                             Walnut Creek, CA 94596
                             Fax: 925-945-8792

                             John W. Allured
                             Law Offices of John W.
                             Allured
                             1 Maritime Plaza, Suite 1040
                             San Francisco, CA 94111
                             Fax: 415-675-2961

                             Andrew Schatz
                             Schatz & Nobel, P.C.
                             330 Main St., 2d Floor
                             Hartford, CT 06106
                             Fax: 860-493-6290

                             Class Counsel


                                       26
<PAGE>

      7.10 Change of Address. Any party may, from time to time, change the
person or address to which such written notice, requests, consents, directives
or communications are to be mailed, by giving the other Parties ten (10) days
prior written notice of the changed address in the manner herein above provided,
as well as their heirs, executors, administrators, trustees, assigns,
beneficiaries, representatives, and agents.

      7.11 Collaborative Effort. The undersigned agree that no single party
shall be deemed to have drafted this Stipulation or any portion thereof. This
Stipulation is the product of the collaborative effort of the undersigned
counsel.

      IN WITNESS WHEREOF, the Parties have executed this Stipulation of
Settlement as of this 31st day of December, 2003.


                                     Stephen J. Kastenberg
                                     Ballard Spahr Andrews & Ingersoll, LLP
                                     1735 Market Street, 51st Floor
                                     Philadelphia, PA 19103
                                     Telephone: 215-864-8122
                                     Fax: 215-864-9751

                                     By
                                        ------------------------------------


                                     Elizabeth J. Stewart
                                     Murtha Cullina LLP
                                     Whitney Grove Square
                                     Two Whitney Avenue
                                     New Haven, Connecticut 06503-0704
                                     Telephone: (203) 772-7700

                                     By
                                        ------------------------------------


                                       27
<PAGE>

                                     Counsel for Defendants Newkirk Capital LLC,
                                     Newkirk GP LLC, Houlihan, Lokey, Howard &
                                     Zukin,Inc., Adgold Associates LLC, Almarc
                                     Group LLC, Alvazar Associates,
                                     Battin Associates, Chadan Associates LLC,
                                     Chader Associates LLC, Chadgold Associates,
                                     Conzar Associates, Dasis Associates LLC,
                                     Elotrum Corp., Esar Associates Limited
                                     Partnership, Grezar Associates LLC, Jazar
                                     Associates LLC, Jeseb Corp., Nozar
                                     Associates, Sanzar Associates, Tura
                                     Associates Limited Partnership, Vican
                                     Associates, Zider Associates, Zigold
                                     Associates, and Zisgo Associates LLC


                                     Alan R. Plutzik
                                     Bramson, Plutzik, Mahler & Birkhaeuser, LLP
                                     2125 Oak Grove Road, Suite 120
                                     Walnut Creek, CA 94596
                                     Telephone: 925-945-0200
                                     Fax: 925-945-8792

                                     By
                                        ------------------------------------


                                     John W. Allured
                                     Law Offices of John W. Allured
                                     One Maritime Plaza, Suite 1040
                                     San Francisco, CA 94111
                                     Telephone:  415-675-2960
                                     Fax:  415-675-2961

                                     By
                                        ------------------------------------


                                     Andrew Schatz
                                     Schatz & Nobel, P.C.
                                     330 Main St., 2d Floor
                                     Hartford, CT 06106
                                     Telephone: 860-493-6292
                                     Fax: 860-493-6290

                                     By
                                        ------------------------------------


                                       28
<PAGE>

                                     Robert Mills
                                     Mills Law Firm
                                     145 Marina Boulevard
                                     San Rafael, CA  94901
                                     Telephone: (415) 455-1326
                                     Fax: (415) 455-1327

                                     By
                                        ------------------------------------

                                     Counsel for Representative Plaintiffs
                                     Albert McCall, James E. Wilkerson, Violet
                                     Chen, and Linus Chen and Class Counsel

                                       29