<PAGE>   1
        In the event that the General Partners decide to honor a request, they
will notify the requesting Limited Partner in writing of such fact and will
forward to such Limited Partner the documents necessary to effect such
repurchase within 60 days following the receipt of the request by the General
Partners. The purchase price will be equal to 90% of the estimated fair value
of the Interests to be repurchased, as determined by the General Partners by
using such methods of valuation as they deem appropriate. The General Partners
may consider, among other criteria, the current market value of the
Partnership's properties and other assets, less all outstanding Partnership
debts and obligations. The General Partners will, as soon as possible following
return of such documents from the Limited Partner, repurchase the Interests of
the Limited Partner, provided that (i) sufficient amounts are then available in
the Repurchase Fund to repurchase all of such Interests and (ii) such documents
are returned by the end of the fiscal quarter in which the Limited Partner's
request was received by the General Partners ("current quarter"). In the event
that items (i) or (ii) above are not met, the General Partners may repurchase a
portion of such Interests or defer the repurchase of all such Interests. If the
General Partners determine to defer all or a portion of the repurchase of
certain Interests, the Limited Partners will be deemed to have priority over
subsequent requests for repurchases.

Special Power of Attorney

        Under the Partnership Agreement and Subscription Agreement, each
Limited Partner irrevocably appoints the General Partners his attorney-in-fact
to make, execute, sign, acknowledge, swear to, deliver, record and file any
document or instrument which may be considered necessary or desirable by the
General Partners executing the same to carry out fully the provisions of the
Partnership Agreement.

Dissolution and Liquidation

        Article XV of the Partnership Agreement provides that the Partnership
shall be dissolved and its business wound up upon the earliest to occur of (a)
the date of disposition of all assets of the Partnership, (b) the date of the
removal, resignation, adjudication of bankruptcy, insolvency or dissolution of
a General Partner, unless the Limited Partners elect to continue the business
of the Partnership, (c) that date on which Limited Partners holding a majority
of Interests vote in favor of dissolution and termination, or (d) January 31, 
2020.

        Upon the election by the Limited Partners to continue the business of
the Partnership after an event specified in (b) above, the Partnership shall be
required to purchase the General Partner's general partnership interest
pursuant to Section 12.3 and Section 12.4 of the Partnership Agreement.

        Upon the completion of the liquidation of the Partnership, the General
Partners have the authority to execute and record a certificate of cancellation
of the Partnership, as well as any and all other documents required to
effectuate the dissolution and termination of the Partnership.

                                    GLOSSARY

        As used in this Prospectus, the following definitions of terms are 
applicable:

                "Affiliate": (i) any person directly or indirectly controlling,
        controlled by, or under common control with, another person, (ii) a
        person owning or controlling 10% or more of the outstanding voting
        securities or beneficial interests of such other person, (iii) any
        officer, director, partner, general trustee, or any other person acting
        in a substantially similar capacity of such person, and (iv) if such
        other person is an officer, director, partner, trustee or holder of 10%
        or more of the voting securities or beneficial interests of such person,
        any other entity for which such person acts in any capacity.

                                       65
<PAGE>   2
        "Average Annual Unreturned Invested Capital": The total of all the
Limited Partners' Original Invested Capital reduced by the total of all Cash
Distributions from Sales or Refinancings (but not below zero) to Limited
Partners, as reflected on the Partnership's books and records, weighted on a
daily average basis for the period.

        "Cash Distributions from Operations": Distributions of cash receipts
from Gross Revenues after (i) operating expenses (without deduction for
depreciation), (ii) amounts set aside for reasonable reserves and (iii)
payments on the Partnership's other current obligations.

        "Cash Distributions from Sales or Refinancings": Distributions of cash
receipts from Net Proceeds from Sales or Refinancings realized by the
Partnership from sales or refinancings of the Partnership's properties after
(i) amounts set aside for reasonable reserves and (ii) payments on the
Partnership's other current obligations.

        "Closing Date": Such date as designated by the General Partners as the
date when the last Interest has been sold by the Partnership, but in no event
later than one year after the Registration Statement first became effective.

        "Corporate General Partner": Murray Realty Investors VIII, Inc.

        "Escrow Agent": Mercantile National Bank at Dallas, Dallas, Texas, or
its successor.

        "General Partners": Murray Realty Investors VIII, Inc. and Crozier
Partners VIII, Ltd.

        "Gross Revenues": All Partnership revenues from whatever source
derived, exclusive of revenues from the sale or refinancing of Partnership 
properties.

        "Initial Closing Date": The date on which subscriptions for the minimum
of 3,000 Interests have been accepted by the General Partners.

        "Interest": The limited partnership interest in the Partnership
acquired by the payment of 81,000 to the Partnership.

        "Limited Partners": All persons who are admitted to the Partnership as
limited partners.

        "Minimum Deadline": This date that is 120 days after the date of this
Prospectus, unless extended by the General Partners by up to an additional 90
days.

        "NASAA Guidelines": The guidelines for real estate programs as adopted
by the North American Securities Administrators Association as they exist on
the date the Partnership's Registration Statement is declared effective by the
Securities and Exchange Commission.

        "Net Proceeds from Sales or Refinancings": The net cash realized by the
Partnership from sales, refinancings or other dispositions of Partnership
properties after the payment of all debts and expenses related to the
transactions. 

        "Non-corporate General Partner": Crozier Partners VIII, Ltd.

        "Organizational and Offering Expenses": Expenses incurred in connection
with the organization of the Partnership and the offering of the Interests
(excluding selling commissions), including legal fees, accounting fees, escrow
fees, printing costs, filing and qualification fees, reimbursement of expenses
(excluding salaries and related salary expenses incurred during the
organization of the Partnership) incurred by the General Partners or their
Affiliates and other disbursements in connection with the sale and distribution
of Interests.

        "Original Invested Capital": An amount equal to $1,000 per Interest.

        "Partner": Any General Partner or Limited Partner.

        "Partnership": The partnership created under the Agreement of Limited
Partnership attached as Exhibit A.

                                       66

<PAGE>   3
                "Preferred Return": The cumulative preferred return to each
Limited Partner equal to 12% per annum on his Average Annual Unreturned
Invested Capital from either Cash Distributions from Operations or Cash
Distributions from Sales or Refinancings, or both. Such cumulative preferred
return shall be calculated from the beginning of the first full fiscal quarter
after such Limited Partner purchased such Interest. A Limited Partner shall be
deemed to have purchased an Interest as of the date on which the purchase of
such Interest is reflected on the certificate of limited partnership filed with
the Secretary of State of Texas.

                "Property Management Fee": The fee payable for property
management services.

                "Prospectus": The prospectus contained in the Registration
Statement on the date the Registration Statement is declared effective by the
Securities and Exchange Commission.

                "Registration Statement": The Partnership's Registration
Statement on Form S-11 filed with the Securities and Exchange Commission and as
amended from time to time.

                "Repurchase Fund": 25% of the Corporate General Partner's share
of Cash Distributions from Operations to be used to repurchase Limited Partner
Interests under certain circumstances.

                                  THE OFFERING

        Subject to the conditions set forth in this Prospectus and in
accordance with the terms and conditions of the Partnership Agreement, the
Partnership offers through the Dealer Manager a maximum of 30,000 Interests
priced at $1,000 per Interest. Except for investors in certain states that have
imposed higher purchase requirements as set forth in the Subscription
Agreement, a form of which is included as Exhibit B, the minimum subscription
for an Individual Retirement Account is two Interests. The minimum subscription
for other investors is five Interests.

        The Interests are being offered on a "best efforts" basis through
Murray Securities Corporation (the "Dealer Manager"), an Affiliate of the
General Partners. As compensation for its services in soliciting and obtaining
subscribers for the purchase of the Interests, the Partnership has agreed to
pay the Dealer Manager a commission of up to a maximum of 8 1/2% of the gross
proceeds on all sales made directly by it or by other dealers in accordance
with the following schedule:

<TABLE>
<CAPTION>
       Amount of Investment                            
----------------------------------                      Commission
   From                     To                             Rate
----------              ----------                      ----------
<S>                     <C>                             <C>
$  2,000                $   25,000....................     8 1/2%
  26,000                   100,000....................     7 1/2%
 101,000                   250,000....................     6 1/2%
 251,000                   500,000....................     5 1/2%
 501,000                 1,000,000....................     4 1/2%
 over $1,000,000......................................     2 1/2%
</TABLE>

        Subscriptions may be combined for the purpose of determining the total
commissions payable in the case of subscriptions made by any investor who,
subsequent to his initial purchase of Interests, subscribes for the purchase of
additional Interests. Any request to combine subscriptions will be subject to
verification by the General Partners that all of such subscriptions were made
by a single investor. In such an event, the commission payable with respect to
the initial purchase of Interests will be computed using the commission
schedule set forth above. The commission payable with respect to any subsequent
purchase of Interests will equal the commission that would have been payable in
accordance with the commission schedule set forth above if all purchases had
been made simultaneously, less the commissions that previously have been paid
with respect to all prior purchases of Interests by such an investor. The
difference between 8.5% of the gross proceeds from the sale of Interests and
the amount payable to the Dealer Manager with respect to such sale will be
reimbursed to the Limited Partner as soon as possible after his admission to
the Partnership.

                                       67
<PAGE>   4
paid to the Terminated General Partners by the Partnership), such interest to
be payable at the time of each installment of principal, which shall be payable
as the Terminated General Partner and the Partnership may agree, or if they
cannot so agree, then annually over a period of five years from the date of the
Terminated General Partner's retirement, resignation, removal, adjudication of
bankruptcy, insolvency, dissolution, insanity or death. No prepayment penalty
shall be charged to the Partnership for the early payment of its note.

        12.3    The fair market value of the Terminated General Partner's
interest to be purchased by the Partnership according to the provisions of
Section 12.2 above shall be determined by agreement between the Terminated
General Partner and the Partnership. If the Terminated General Partner and the
Partnership cannot agree upon the fair market value of such Partnership
interest within 90 days after the date of the Terminated General Partner's
retirement, resignation, removal, adjudication of bankruptcy, insolvency,
dissolution, insanity or death, then the Terminated General Partner and the
Partnership shall each select an independent appraiser within the next thirty
days. If such appraisers fail to agree on the fair market value of the
Terminated General Partner's interest within the next 90 days, then the two
appraisers shall jointly appoint a third appraiser whose determination shall be
final and binding. The Terminated General Partner and the Partnership shall
each compensate their respective appraisers, and the compensation of the third
appraiser, if necessary, shall be borne equally by each party.

        12.4    Within 90 days after the retirement, resignation, removal,
adjudication of bankruptcy, insolvency, dissolution, insanity or death of a
General Partner (except that a General Partner shall not voluntarily withdraw
from the Partnership without at least 90 days' prior written notice to the
other General Partner and the Limited Partners of intention to withdraw, and in
such event, within the period from the date of the notice of intention to
withdraw to the date of withdrawal specified in the notice of intention),
Limited Partners holding a majority of the Interests may elect to continue the
business of the Partnership and, if they desire to do so, may elect a successor
General Partner.

                                  ARTICLE XIII

                       Transfer of a Partnership Interest

        13.1    The General Partners may, pursuant to this Article XIII, admit
as a substituted Limited Partner any successor in interest to a Limited Partner
who is either deceased or under legal disability or who is an assignee of a 
Limited Partner.

        13.2    Subject to the provisions of this Article XIII, compliance with
the suitability standards imposed by the Partnership, applicable "blue sky"
laws and the applicable rules of any other governmental authority, a Limited
Partner shall have the right to assign the whole or any portion of his
Interests (but not less than five Interests unless to an Individual Retirement
Account and then not less than two Interests) by a written assignment, the
terms of which are not in contravention of any of the provisions of this
Agreement. Any assignment in contravention of any of the provisions of this
Article XIII shall be of no force and effect and shall not be binding upon or
recognized by the Partnership.

        (a)     Except as provided in (b) below, an assignee of a Limited
        Partner's Interest who is not admitted as a substituted Limited Partner
        shall have no right to require any information or account of the
        Partnership's transactions or to inspect the Partnership's books; he
        shall only be entitled to receive Distributions from the Partnership and
        the share of income, gain, loss, deduction and credit attributable to
        the Interests acquired by reason of such assignment from the first day
        of the month following the month in which the written instrument of
        assignment, executed by the assignor and in form and substance
        reasonably satisfactory to the General Partners, and other documents
        reasonably deemed necessary or appropriate by the General Partners (as,
        for example, evidence that the assignee meets investor suitability
        standards) shall have been received by the Partnership.

                                      A-17
<PAGE>   5
        (b)     Anything herein to the contrary notwithstanding, both the
        Partnership and the General Partners shall be entitled to (i) treat the
        assignor of such Interests as the absolute owner thereof in all
        respects, and shall incur no liability for allocations of income, gain,
        loss, deduction or credit for Distributions or for transmittal of
        reports and notices required to be given to holders of Interests, until
        the last day of the month in which the Partnership shall have received
        the written assignment executed by the assignor in form and substance
        reasonably satisfactory to the General Partners and other documents
        reasonably deemed necessary or appropriate by the General Partners
        (including evidence of the assignee's compliance with standards imposed
        by applicable "blue sky" laws) or (ii) treat the assignee as a
        substitute Limited Partner in the place of his assignor, should the
        General Partners deem, in their absolute discretion, that such treatment
        is in the best interests of the Partnership for any of its purposes or
        for any of the purposes of this Agreement. 

        13.3    No assignee shall have the right to become a substituted
Limited Partner in place of his assignor unless all of the following conditions
are satisfied:

        (a)     The written consent of the General Partners to such
        substitution shall be obtained, the granting of which shall not be 
        unreasonably withheld; 

        (b)     A duly executed written instrument of assignment setting forth
        the intention of the assignor that the assignee shall become a 
        substituted Limited Partner in his place shall have been filed with 
        the Partnership;

        (c)     The Interests being acquired by the assignee shall consist of
        at least two Interests if such assignee is an Individual Retirement
        Account and at least five Interests if such assignee is not an
        Individual Retirement Account and, if the assignor shall retain any
        Interests, such retention shall consist of at least two Interests if
        such assignor is an Individual Retirement Account and at least five
        Interests if such assignor is not an Individual Retirement Account;

        (d)     The assignor and assignee shall execute and acknowledge such
        other instruments as the General Partners reasonably deem necessary or
        desirable to effect such assignment and admission, including, but not
        limited to, evidence of the assignee's compliance with standards imposed
        by any applicable "blue sky" laws, the written acceptance and adoption
        by the assignee of the provisions of this Agreement and his execution,
        acknowledgment and delivery to the General Partners of a special power
        of attorney, the form and content of which are more fully described in
        Article XXI hereof; and

        (e)     The Partnership shall have received from the assignor or
        assignee a transfer fee to cover all reasonable expenses of the 
        transfer, not to exceed $50 per transaction, but such transfer fee 
        may be waived by the General Partners, in their discretion.

        13.4    Any person admitted to the Partnership as a substituted Limited
Partner shall be subject to all of the provisions of this Agreement as if an
original party to it.

        13.5    The General Partners shall amend the certificate of limited
partnership at least once each quarter to add assignees as substituted Limited
Partners. 

        13.6    Upon the death or legal disability of an individual who is a
Limited Partner, his personal representative shall have all of the rights of a
Limited Partner for the purpose of settling or managing his estate, and such
power as the decedent or incompetent possessed to constitute a successor as an
assignee of his interests in the Partnership and to join with such assignee in
making application to substitute such assignee as a Limited Partner. However,
such personal representative shall not have the right to become a substituted
Limited Partner in the place of his predecessor in interest unless the
conditions of this Article XIII (other than the requirement that the assignor
execute and acknowledge instruments) are first satisfied.

                                      A-18
<PAGE>   6
        13.7    Upon the adjudication of bankruptcy or insolvency, dissolution
or other cessation of existence as a legal entity of a Limited Partner which is
not an individual, the authorized representative of such entity shall have all 
of the rights of a Limited Partner for the purpose of effecting the orderly
winding up and disposition of the business of such entity and such power as
such entity possessed to constitute a successor as an assignee of its interest
in the Partnership and to join with such assignee in making application to
substitute such assignee as a Limited Partner. However, such representative
shall not have the right to become a substituted Limited Partner in the place of
his predecessor in interest unless the conditions of this Article XIII (other
than the requirement that the assignor execute and acknowledge instruments) are
first satisfied.

        13.8    A General Partner may not assign his or its interest as a
General Partner to anyone other than the Partnership as provided in Article XII
of this Agreement.

        13.9    No assignment of any Interests may be made if the Interests
sought to be assigned, when added to the total of all other Interests assigned
within the period of 12 consecutive months prior to the proposed date of
assignment, would, in the opinion of counsel for the Partnership, result in the
termination of the Partnership under Section 708 of the Internal Revenue Code
of 1954, as amended.

        13.10   Any assignment, sale, exchange or other transfer in
contravention of any of the provisions of this Article XIII shall be void and
ineffectual, and shall not bind or be recognized by the Partnership.

                                  ARTICLE XIV

                                Indemnification

        14.1    No General Partner and no officer, director, partner, Affiliate
or assign of a General Partner shall be liable to the Partnership or any
Limited Partner for any loss or damage suffered by the Partnership or any
Limited Partner which arises out of any error in judgment or other action or
inaction not constituting negligence (gross or ordinary), fraud or breach of
fiduciary duty which was taken in good faith, in accordance with the exercise
of reasonable business judgment and pursuant to a determination that such
course of conduct was in the best interest of the Partnership. The Partnership
or its receiver or trustee shall indemnify, save harmless and pay all judgments
and claims against the General Partners (and each of them) or their officers,
directors, partners, Affiliates and assigns from any liability, loss or damage
incurred by them or by the Partnership by reason of any act performed or
omitted to be performed by them in connection with the activities of the
Partnership or in dealing with third parties on behalf of the Partnership,
including costs and attorneys' fees (which attorneys' fees may be paid as
incurred) and any amounts expended in the settlement of any claims of
liability, loss or damage, provided that such action was taken in good faith,
in accordance with the exercise of reasonable business judgment and pursuant to
a determination that such course of conduct was in the best interest of the
Partnership and did not constitute fraud, negligence (gross or ordinary) or
breach of fiduciary duty by such General Partner or such officer, director,
partner, Affiliate or assign and provided further that any such indemnification
shall be recoverable only from the assets of the Partnership and not from the
assets of the holders of Interests. Notwithstanding the foregoing, no
Affiliate will be indemnified or excused from liability under this Agreement in
connection with Partnership activities to the extent such Affiliate is
rendering contract services for which it receives a competitive fee. All
judgments against the Partnership and a General Partner, wherein a General
Partner is entitled to indemnification, must first be satisfied from
Partnership assets before a General Partner shall be responsible for such
obligations. The Partnership shall not pay for any insurance covering liability
of a General Partner or of officers, directors, partners, Affiliates and
assigns of a General Partner for actions or omissions for which indemnification
is not permitted hereunder; provided, however, that nothing contained herein
shall preclude the Partnership from purchasing and paying for such types of
insurance, including extended coverage liability and casualty and workmen's
compensation, as would be customary for any person owning comparable property
and engaged in a similar business or from naming a General Partner and any
Affiliate as additional

                                      A-19
<PAGE>   7
        expenditure made by the Partnership which the General Partners deem to
        be the fair, just and equitable share that should be borne by Murray
        Income Properties II, Ltd.

                                AMENDMENT NO. 9

        Explanation of Amendment.  Section 10.15 requires the Corporate General
Partner to allocate 25% of its share of Cash Distributions from Operations to a
"Repurchase Fund" for the purchase of Interests upon the request of a Limited
Partner. The Corporate General Partner is permitted to commingle the amount
allocated to the "Repurchase Fund" with other assets of the Corporate General
Partner. To the present time, however, the Corporate General Partner has not
been paid any Cash Distributions from Operations since the allocation and
payment of Cash Distributions to the Corporate General Partner is subordinated
to the prior receipt by the Limited Partners of a non-cumulative 7% annual
return from either Cash Distributions from Operations or Cash Distributions from
Sales or Refinancings, or both, on their Average Annual Unreturned Invested
Capital.

        Since the amendments herein will reduce the allocation of Cash
Distributions from Operations to the Corporate General Partner from 8% to 3% and
will reallocate 5% of such 8% to the Non-Corporate General Partner (subordinate,
of course, in each instance to the prior receipt by the Limited Partners of a
non-cumulative 7% annual return from either Cash Distributions from Operations
or Cash Distributions from Sales or Refinancings, or both), this amendment will
require both the Corporate General Partner and the Non-Corporate General
Partner, in the proportions of 3/8ths for the Corporate General Partner and
5/8ths for the Non-Corporate General Partner, respectively, to allocate 25% of
their respective shares of any such subordinated Cash Distributions from
Operations to a "Repurchase Fund" to be established by each of them,
respectively.

        The Amendment.  The last two sentences in the first paragraph of Section
10.15 are hereby deleted and there is hereby substituted in lieu thereof the
following three sentences:

        "The Corporate General Partner will allocate 25% of its share of Cash
        Distributions from Operations to a "Repurchase Fund" and the
        Non-Corporate General Partner will allocate to a "Repurchase Fund" 25%
        of its 5% share of Cash Distributions from Operations that is
        subordinated to the prior receipt by the Limited Partners of a
        non-cumulative 7% annual return from either Cash Distributions from
        Operations or Cash Distributions from Sales or Refinancings, or both, on
        their Average Annual Unreturned Invested Capital. The Corporate General
        Partner's share of Cash Distributions from Operations allocated to the
        Repurchase Fund will be commingled with other assets of the Corporate
        General Partner and the Non-corporate General Partner's share of Cash
        Distributions from Operations allocated to the Repurchase Fund will be
        commingled with other assets of the Non-corporate General Partner. Any
        repurchase of Interests pursuant to this Section 10.15 shall be in the
        proportions of 3/8ths by the Corporate General Partner and 5/8ths by the
        Non-corporate General Partner, respectively.*

                                AMENDMENT NO. 10

        Explanation of Amendment.  Section 11.3 provides in respect of voting on
any matter on which the Limited Partners are entitled to vote that each Limited
Partner will be deemed to be "--the holder of only those Interests shown on
Exhibit A, as amended by the last-filed certificate of limited partnership." The
Texas Uniform Limited Partnership Act requires the filing of a certificate of
limited partnership that lists the name and address of each limited partner of a
limited partnership and the amount of the contribution of each limited partner
to the partnership. The certificate of limited partnership filed in the office
of the Secretary of State is authoritative as to the identity of limited
partners. The Texas Uniform Limited Partnership also does not permit an owner of
a limited partnership interest to be considered a "limited

                                      (vi)
<PAGE>   8
        commissions on such Interests. No selling commissions were paid on the
        five Interest purchased by the Initial Limited Partner.

(4)     For a discussion of the limitations imposed by the NASAA Guidelines
        with respect to the percentage of capital contributions available for
        the payment of acquisition expenses, see footnote (3) to "Management
        Compensation."

(5)     Assumes an initial working capital reserve of 2% of gross offering
        proceeds. See "Investment Objectives and Policies - Working Capital
        Reserve."

                            MANAGEMENT COMPENSATION

        The following table sets forth the types and estimates of the amounts
of all fees, compensation, income, distributions and other payments that the
General Partners and their Affiliates will or may receive in connection with
the operations of the Partnership. SUCH FEES, COMPENSATION, INCOME,
DISTRIBUTIONS AND OTHER PAYMENTS WERE NOT DETERMINED BY ARMS-LENGTH BARGAINING.
See "Conflicts of Interest."

<TABLE>
<CAPTION>
                                 Entity Receiving                 Method of Determination    
Form of Compensation               Compensation                 and Estimated Dollar Amount
--------------------             ----------------               ---------------------------  
<S>                          <C>                             <C> 
                                  Offering Stage

Selling Commissions          Murray Securities Corpora-         Up to $85 per Interest sold,     
                               tion, an Affiliate of the          reduced for purchases by one
                               General Partners(1)                investor of more than 25
                                                                  Interests and for purchases
                                                                  by officers, directors, partners,
                                                                  employees or Affiliates of the
                                                                  General Partners or their
                                                                  Affiliates. Actual amount
                                                                  depends upon number of
                                                                  Interests sold but could be
                                                                  $2,549,575 if 30,000 Interests
                                                                  are sold.(2)

Reimbursement of             Murray Realty Investors            Actual out-of-pocket Organiza-
  Organizational and           VIII, Inc. or its Affiliates       tional and Offering
  Offering Expenses(3)                                            Expenses, including
                                                                  accounting, legal, printing,
                                                                  registration fees, etc.

                                 Acquisition Stage

Purchase of                  Murray Properties                  Actual costs of properties
  Properties at Cost(4)        Company, an Affiliate              acquired by Affiliates.
                               of the General Partners,           Dollar amount is not      
                               or its Affiliates                  determinable at this time.(5)

Title Insurance              Dallas Title Company or            A portion of the premium 
  Commissions(6)                Texas Title Company,              paid for title insurance upon
                               Affiliates of the General          acquisition of a property.
                               Partners(7)                        The premium in Texas is
                                                                  fixed by the State. Dollar
                                                                  amount is not determin-
                                                                  able at this time.(5)
</TABLE>


                                       10
<PAGE>   9
<TABLE>
<CAPTION>
                                 Entity Receiving                 Method of Determination    
Form of Compensation               Compensation                 and Estimated Dollar Amount
--------------------             ----------------               ---------------------------  
<S>                          <C>                              <C> 
                                Operational Stage

Property Management Fees     Murray Management Corp-          An amount equal to (a) for  
                               ration, an Affiliate of          its management services,
                               the General Partners(8)          the lesser of (i) 6% of gross
                                                                revenues or (ii) the amount
                                                                customarily charged in
                                                                arms length transactions
                                                                by others rendering com-
                                                                parable services in the
                                                                locality where the property
                                                                is located, considering the
                                                                size and type of each such
                                                                property plus (b) reim-
                                                                bursement for the actual costs
                                                                of on-site personnel engaged
                                                                in the management, leasing
                                                                and maintenance of the
                                                                property of the Partnership
                                                                and certain other costs. 
                                                                Dollar amount is not deter-
                                                                minable at this time.(5)

Reimbursement of Part-        Murray Realty Investors         Actual cost of goods and
  nership Operational           VIII, Inc. or its               materials used for and by the
  Expenses(9)                   Affiliates                      Partnership and obtained
                                                                from an entity not affiliated
                                                                with a General Partner or an
                                                                Affiliate of the General
                                                                Partners and certain ad-
                                                                ministrative services. Dollar
                                                                amount is not determinable
                                                                at this time.(5)

Casualty Insurance            Murray General Agency,          A portion of the premiums 
  Commissions                   Inc., an Affiliate of           paid for casualty insur-
                                the General Partners(10)        ance. The cost of the
                                                                insurance cannot exceed
                                                                the lower quote for com-
                                                                parable terms and coverage
                                                                from two independent
                                                                brokers. Dollar amount is
                                                                not determinable at this
                                                                time.(5)

Partnership Administrative    Murray Savings Associa-         The excess of Murray Savings
  and Property Operating        tion, an Affiliate of           Association's rate of
  Account                       the General Partners(11)        return on the Partnership
                                                                funds in such account over
                                                                the interest rate paid to
                                                                the Partnership on such
                                                                account. Dollar amount is
                                                                not determinable at this
                                                                time.(5)
</TABLE>


                                       11
<PAGE>   10
<TABLE>
<CAPTION>
                                    Entity Receiving                Method of Determination
  Form of Compensation                Compensation                and Estimated Dollar Amount
------------------------        ------------------------        --------------------------------
<S>                             <C>                             <C>
Interest and Other              A General Partner or an         An amount not in excess of 
  Financing Charges or            Affiliate of the General        the amounts that would be
  Fees                            Partners(12)                    charged by unrelated lending
                                                                  institutions on comparable
                                                                  loans for the same purpose
                                                                  and in the same locality but
                                                                  never in excess of 2% over
                                                                  the prime rate of Mercantile
                                                                  National Bank at Dallas.
                                                                  Dollar amount is not
                                                                  determinable at this time.(5)

Distributive Share of           Crozier Partners VIII,          The Non-corporate General
  Cash Distributions              Ltd. and Murray Realty          Partner will receive 2% of
  from Operations(13)             Investors VIII, Inc.(14)        all Cash Distributions from
                                                                  Operations. The Corporate
                                                                  General Partner will receive
                                                                  8% of all Cash Distributions
                                                                  from Operations, subject to
                                                                  the Limited Partners having
                                                                  received a noncumulative
                                                                  annual cash return equal to
                                                                  7% of their Average Annual
                                                                  Unreturned Invested Capital,
                                                                  calculated from the Closing
                                                                  Date. Dollar amount is not
                                                                  determinable at this time.(5)

                                     Liquidation Stage

Real Estate Commissions         Crozier Partners VIII, Ltd.     An amount equal to 50% of the
                                  or its Affiliates; Murray       competitive real estate
                                  Realty Investors VIII, Inc.     commission, such commission
                                  or its Affiliates(14)(15)       not to exceed 6% of the sales
                                                                  price of the property. Such
                                                                  commissions will be payable
                                                                  only after Limited Partners
                                                                  have been returned their
                                                                  Original Invested Capital
                                                                  from Cash Distributions from
                                                                  Sales or Refinancings, plus
                                                                  their Preferred Return from
                                                                  either Cash Distributions
                                                                  from Operations or Cash
                                                                  Distributions from Sales or
                                                                  Refinancings, or both. Dollar
                                                                  amount is not determinable
                                                                  at this time.(5)
</TABLE>


                                       12
<PAGE>   11
<TABLE>
<CAPTION>
                                     Entity Receiving                       Method of Determination
    Form of Compensation               Compensation                       and Estimated Dollar Amount
---------------------------     -------------------------               -------------------------------
<S>                             <C>                                     <C>
Title Insurance Commissions     Dallas Title Company or Texas           A portion of the premiums paid
                                  Title Company, Affiliates of            for title insurance upon sale,
                                  the General Partners(7)                 financing or refinancing of a
                                                                          property if such title
                                                                          insurance is provided by
                                                                          Dallas Title Company or
                                                                          Texas Title Company. The
                                                                          premium in Texas is fixed by
                                                                          the State. Dollar amount is
                                                                          not determinable at this
                                                                          time.(5)

Distributive Share of Cash      Crozier Partners VIII, Ltd.             The Non-corporate General
  Distributions from Sales or     and Murray Realty                       Partner will receive 1% of
  Refinancings(13)(16)            Investors VIII, Inc.(14)                all Cash Distributions from
                                                                          Sales or Refinancings. The
                                                                          remaining 99% shall be
                                                                          allocated (a) first to the
                                                                          Limited Partners until they
                                                                          have been returned their
                                                                          Original Invested Capital
                                                                          from Cash Distributions from
                                                                          Operations or Cash 
                                                                          Distributions from Sales or
                                                                          Refinancings, or both (b)
                                                                          then to the Corporate General
                                                                          Partner in an amount equal to
                                                                          any unpaid Cash Distributions
                                                                          from Operations subordinated
                                                                          to the Limited Partners' 7%
                                                                          noncumulative annual return
                                                                          and (c) thereafter, the
                                                                          remainder shall be allocated
                                                                          80% to the Limited Partners
                                                                          and 20% to the General
                                                                          Partners. See "Income and
                                                                          Losses and Cash
                                                                          Distributions." Dollar amount
                                                                          is not determinable at this
                                                                          time.(5)
</TABLE>
------------
(1)     The Dealer Manager may authorize certain other broker-dealers who are
        members of the National Association of Securities Dealers, Inc., to sell
        Interests on a "best efforts" basis. In the event of sale by such other
        broker-dealers, the Dealer Manager has advised the Partnership that the
        Dealer Manager will pay to such other broker-dealers all or a portion of
        its commission from such sales.

(2)     See "The Offering" for a discussion of the reduction in selling
        commissions payable with respect to sales to one purchaser or more than
        25 Interests or with respect to sales to officers, directors, partners,
        employees or Affiliates of the General Partners or their Affiliates.
                
                                       13
<PAGE>   12
(3)     The NASAA Guidelines require that, at a minimum, an amount equal to the
        greater of (i) 67% of the Limited Partners' capital contributions or
        (ii) 80% of such capital contributions reduced by .1625% for each 1% of
        indebtedness encumbering the Partnership's properties be committed to
        investment in properties. Investment in properties, as defined under the
        NASAA Guidelines, is the amount of capital contributions actually paid
        or allocated to the purchase, development, construction or improvement
        of properties acquired by the Partnership (including working capital
        reserves not in excess of 5% of gross offering proceeds). The remaining
        capital contributions not invested in properties are available for the
        payment of Organizational and Offering Expenses, selling commissions,
        acquisition fees and acquisition expenses. Acquisition fees for this
        purpose shall be the total of all fees and commissions paid by any party
        in connection with the purchase or development of property by the
        Partnership, including real estate commissions, acquisition fees,
        selection fees, development fees, non-recurring management fees, or any
        fees of a similar nature, however designated, but excluding a
        development fee paid to a person not affiliated with the General
        Partners or their Affiliates in connection with actual development of
        property after acquisition by the Partnership. Acquisition expenses for
        this purpose include, but are not limited to, legal fees and expenses,
        travel and communication expenses, costs of appraisals, loan commitment
        and loan fees ("points"), nonrefundable option payments on properties
        not acquired, accounting fees and expenses, title insurance, and
        miscellaneous expenses related to selection and acquisition of
        properties, whether or not acquired. It is anticipated that the
        Partnership will not pay any acquisition fees to the General Partners or
        their Affiliates and the total of acquisition fees to all parties and
        acquisition expenses will not exceed 1% of the Limited Partners' capital
        contributions. Based on these assumptions and assuming the sale of
        30,000 Interests with Organizational and Offering Expenses and selling
        commissions equal to 11.5% of the Limited Partners' capital
        contributions, the amount that would be invested in properties would be
        equal to 87.5% of such contributions. The amount invested in Partnership
        properties will comply with the NASAA Guidelines limitations set forth
        above.

(4)     An Affiliate of the General Partners may purchase property in its own
        name (and assume loans in connection therewith) and temporarily hold
        title thereto for the purpose of facilitating the acquisition of such
        property or the borrowing of money or obtaining of financing for the
        Partnership, or any other purpose related to the business of the
        Partnership, provided that such property is purchased by the Partnership
        for a price no greater than the cost of such property to the Affiliate,
        and provided there is no difference in interest rates of the loans
        secured by the property at the time acquired by the Affiliate and the
        time acquired by the Partnership, nor any other benefit arising out of
        such transaction to the Affiliate apart from compensation otherwise
        permitted herein. In such event, such Affiliate may be reimbursed for
        its expenses incurred in holding such real property prior to the
        acquisition of such property by the Partnership. On March 15, 1984,
        Murray Properties Company acquired Mountain View Plaza, a shopping
        center in Scottsdale, Arizona for a purchase price of $6,392,916. If
        sufficient funds are received by the Partnership pursuant to this
        offering, the Partnership will acquire the Property from Murray
        Properties Company and Murray Properties Company will be reimbursed as
        provided herein. See "The Property."

(5)     Any prediction of such dollar amount would necessarily involve
        assumptions of future events that cannot be determined at this time.

(6)     To the extent a seller of property to the Partnership sets the sales
        price at a level sufficient to cover the premium for title insurance,
        the Partnership, in effect, will pay the premium in the purchase price
        of the property. 

(7)     The Partnership has entered into nonexclusive contracts with Dallas
        Title Company and Texas Title Company, Affiliates of the General
        Partners, pursuant to which each has agreed that, upon the request of
        the Partnership, it will handle the closing of purchases, sales,
        financings or refinancings by the Partnership of properties situated in
        Texas and will cause to be issued title

                                       14
<PAGE>   13

    insurance policies on such properties. Either of such title insurance
    agencies may receive a portion of the commission on premiums paid for title
    insurance by the Partnership or by a seller of real property to the
    Partnership. In Texas, title insurance premiums and the policy forms are
    prescribed by the State. Each contract provides that if such title insurance
    agency does not derive, in any calendar year, at least 75% of its gross
    income from persons or entities not affiliated with a General Partner, that
    agency's contract will terminate upon the earlier of 60 days after the end
    of the calendar year or as soon as the Partnership can arrange for another
    person or entity to perform such services. Each contract also provides that
    it may be terminated by either party, without penalty, on 60 days' prior
    written notice and that such title insurance agency shall not render
    services or receive title insurance commissions in connection with the
    reinvestment of any proceeds from a sale or refinancing of Partnership
    properties.

(8) The Partnership has entered into an agreement with Murray Management
    Corporation, an Affiliate of the General Partners, pursuant to which Murray
    Management Corporation will be responsible for the management of each
    property and the collection of its rental income, for which services it will
    receive a monthly Property Management Fee. This Property Management Fee is
    payable for professional supervisory management services undertaken in
    connection with the operation of the Partnership's properties. Such fee
    shall include all leasing and re-leasing fees and bonuses, and
    leasing-related services, except that a separate fee may be paid for the
    one-time initial lease-up of a newly constructed property if such service is
    not included in the purchase price of the property, provided that such fee
    shall not exceed the lesser of the cost of such services or 90% of the
    competitive price that would be charged by non-affiliated persons rendering
    similar services in the same or comparable geographic location. Murray
    Management Corporation shall pay from the Property Management Fee, and not
    as an expense of the Partnership, the expenses of rendering supervisory
    property management services; provided, however, that the wages and expenses
    of on-site personnel engaged in the management, leasing and maintenance of
    the Partnership's properties and supplies, repairs, furniture, equipment
    costs and other costs directly attributable to the Partnership's property
    operations shall be deemed to be property operating expenses and as such
    shall be borne by the Partnership by reimbursement to Murray Management
    Corporation. Wages and other actual expenses of personnel may be allocated
    between properties of the Partnership and other properties managed by Murray
    Management Corporation if such properties are owned by (i) a public or
    private program sponsored by the General Partners or their Affiliates or any
    joint venture in which a General Partner or an Affiliate is a party or (ii)
    an unaffiliated third party. Murray Management Corporation has the right to
    subcontract to third parties a portion or all of the management services to
    be rendered by it with respect to any particular property, provided that (a)
    Murray Management Corporation shall at all times remain responsible for the
    management of such property, (b) the Partnership shall not be required to
    pay for duplicate services and (c) the aggregate cost to the Partnership
    will not exceed the amount which would be customarily charged in arms-length
    transactions by others rendering similar services in the locality where the
    property is located, considering the size and type of each such property, if
    only one entity had provided all such services. The agreement between the
    Partnership and Murray Management Corporation may be terminated by either
    party, without penalty, on 60 days' prior written notice.

(9) Except as set forth below, reimbursements to a General Partner or an
    Affiliate of a General Partner shall not be allowed. A General Partner or an
    Affiliate of a General Partner may be reimbursed for: (a) the actual cost of
    goods and materials used for or by the Partnership and obtained from an
    entity not affiliated with a General Partner or an Affiliate of a General
    Partner; and (b) the lesser of the cost or 90% of the competitive price
    charged by unaffiliated parties for (i) salaries and related salary expenses
    for services that could be performed directly for the Partnership by
    independent parties, including parties, including legal, accounting,
    transfer agent, data processing, duplicating and administration of investor
    accounts and (ii) Partnership reports and communications to investors. All
    such transactions shall be pursuant to the terms of a written contract

                                       15
<PAGE>   14
     between the Partnership and such General Partner or Affiliate which
     precisely describes the services to be rendered or the goods or materials
     to be provided. No reimbursement shall be permitted for services for which
     the General Partners or Affiliates receive a separate fee or for (i)
     salaries, related salary expenses, traveling expenses, and other
     administrative items which are incurred by any Controlling Person or which
     are not directly attributable to the rendering of services to the
     Partnership and (ii) any indirect expenses incurred in performing services
     for the Partnership, such as rent or depreciation, utilities, capital
     equipment, and other administrative items. "Controlling Person" for this
     purpose shall mean any person, regardless of title, who performs executive
     or senior management functions for the General Partners or Affiliates
     similar to those of officers, directors, executive management and senior
     management, or any person who either holds 5% or more equity interest in
     the General Partners or Affiliates or has the power to direct or cause the
     direction of the General Partners or Affiliates, whether through the
     ownership of voting securities, by contract, or otherwise, or, in the
     absence of a specific role or title, any person having the power to direct
     or cause the direction of the management level employees and policies of
     the General Partners or Affiliates. It is not intended that every person
     who carries a title such as vice president, senior vice president,
     secretary or treasurer be included in the definition of Controlling Person.
     In no event shall any amount charged to the Partnership as a reimbursable
     expense by the General Partners exceed the lesser of the actual cost of
     such services or the amount which the Partnership would be required to pay
     to independent parties for comparable services. "Costs" for purposes of
     this paragraph shall include the price of goods and materials paid to
     independent third parties, and direct costs incurred by the General
     Partners or their Affiliates in the transactions, including overhead
     directly attributable to the transaction, but excluding general or
     administrative overhead. "Costs of Services" for purposes of this paragraph
     shall mean the pro rata cost of personnel, including an allocation of
     overhead directly attributable to such personnel, based on the amount of
     time such personnel spent on such services, or other method of allocation
     acceptable to the Partnership's independent certified public accountant.
     Reimbursements are also allowable for certain organizational and offering
     expenses and for the actual costs of on-site personnel engaged in the
     management, leasing and maintenance of the property of the Partnership as
     provided in note (8) above.

(10) The Partnership has entered into a nonexclusive contract with Murray
     Insurance Agency, Inc., an Affiliate of the General Partners, pursuant to
     which, upon the request of the Partnership, such agency will endeavor to
     obtain fire, casualty or similar insurance on the properties of the
     Partnership. Any commission on any casualty insurance brokered by it will
     not exceed the amount customarily received by it from the brokerage of
     comparable policies for unaffiliated persons. Before such agency brokers
     any fire, casualty or similar insurance on any property of the Partnership,
     quotes must have been received from two unaffiliated insurance brokers for
     coverage and terms and comparable to that proposed to be provided by such
     agency. No insurance will be brokered by the Partnership through such
     agency unless the cost of such insurance will be no greater than the lower
     quote of the two unaffiliated insurance agencies. The contract with Murray
     Insurance Agency, Inc. provides that if such agency does not derive at
     least 75% of its gross income from business done with persons or entities
     not affiliated with a General Partner, that agency's contract will
     terminate upon the earlier of 60 days after the end of the calendar year or
     as soon as the Partnership can arrange for another person or entity to
     perform such services. The contract also provides that it may be terminated
     by either party, without penalty, on 60 days' prior written notice. Murray
     General Agency Inc., an Affiliate of the General Partners, will receive
     commissions on insurance premiums paid to Murray Insurance Agency, Inc. by
     virtue of contractual arrangements between it and Murray Insurance Agency,
     Inc.

(11) The General Partners may open and maintain an interest-bearing
     Partnership administrative and property operating account at Murray Savings
     Association, a stock association organized under the Texas Savings and Loan
     Act. Murray Savings Association is a wholly-owned subsidiary of Murray
     Financial Corporation, an Affiliate of the General Partners. Murray Savings
     Association will pay the Partnership the highest interest rate permitted by
     law on such 

                                       16
<PAGE>   15
        accounts. Such accounts are insured up to a maximum of $100,000 by the
        Federal Savings and Loan Insurance Corporation ("FSLIC"). It is not
        anticipated that the balance of such accounts will exceed $100,000 on an
        ongoing basis except to the extent monthly property operating expenses
        have not been charged against collected rental income for any such
        month. Murray Savings Association may receive indirect compensation to
        the extent that Murray Savings Association's rate of return on the
        Partnership funds in such account exceeds the interest rate paid to the
        Partnership on such accounts. The Partnership will not be charged any
        servicing fees on this account.

(12)    It is not contemplated that a General Partner or any Affiliate of a 
        General Partner will make a loan to the Partnership, but the Partnership
        Agreement permits any General Partner or any Affiliate of a General
        Partner to make a loan to the Partnership if the interest and other
        financing charges or fees on any such loan is not in excess of the
        amounts which would be charged by unaffiliated lending institutions on
        comparable loans for the same purpose in the same locality but not in
        excess of 2% over the prime rate of Mercantile National Bank at Dallas.
        Any financing charges or fees on any loan to the Partnership by a
        General Partner or an Affiliate of a General Partner will be only those
        incurred by such General Partner or Affiliate in connection with the
        making of such a loan. Neither a General Partner nor an Affiliate of a
        General Partner will make a profit from the Partnership's payment of
        financing charges or fees. No property of the Partnership shall secure
        any loan made to the Partnership by a General Partner or an Affiliate of
        a General Partner if, at the inception of the loan, any payment of
        principal or interest is to be made more than two years after the date
        of the loan.

(13)    For a discussion of Cash Distributions from Operations and Cash
        Distributions from Sales or Refinancing, see "Income and Losses and Cash
        Distributions." 

(14)    Crozier Partners VIII, Ltd. was formed as of January 10, 1984 under The
        Texas Uniform Limited Partnership Act with Jack E. Crozier as the
        general partner and Fulton Murray, individually, Fulton Murray in his
        capacity as Trustee of the Beverly Murray Wilson Trust and Fulton Murray
        and RepublicBank Dallas, N.A. in their capacities as Trustees of a trust
        created under the Will of Owen M. Murray, Deceased, as the limited
        partners.

(15)    All real estate commissions payable to the General Partners or their
        Affiliates for real estate brokerage services in connection with sales
        of properties of the Partnership shall be cumulative but shall be paid
        only after the Limited Partners have been returned their Original
        Invested Capital from Cash Distributions from Sales or Refinancings,
        plus their Preferred Return. If an unaffiliated broker participates in
        the sale of a Partnership property, the subordination requirement will
        apply only to the commission, if any, earned by the General Partners or
        their Affiliates. The total of all real estate commissions payable to
        all parties in connection with the sale of a Partnership property shall
        not exceed a competitive real estate commission which is reasonable,
        customary and competitive in light of the size, type and location of the
        property or 6% of the sales price of the property. Real estate
        commissions payable to the General Partners or their Affiliates will be
        allocated two-thirds to the Non-corporate General Partner or its
        Affiliates and one-third to the Corporate General Partner or its
        Affiliates.

(16)    Cash Distributions from Sales or Refinancings payable to the General
        Partners (other than the 1% of Cash Distributions from Sales or
        Refinancings payable to the Non-corporate General Partner) will be
        divided two-thirds to the Non-corporate General Partner and one-third to
        the Corporate General Partner.

                                       17