UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-K





x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
      the fiscal year ended
              December 31, 2009





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF
1934


Commission
      File Number
              000-24816





NATIONAL PROPERTY ANALYSTS
MASTER LIMITED PARTNERSHIP


(Exact
name of registrant as specified in its charter)





Delaware
              23-2610414(State
      or other jurisdiction of
              (IRS
      Employer Identification No.)incorporation
      or organization)





230 S. Broad Street,
Mezzanine, Philadelphia, Pennsylvania  19102


(Address of principal executive offices)                               (Zip Code)





Registrant's
telephone number, including area code:
(215)790-4700





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
              Name
      of each exchange onwhich
      registeredNone
              N/A





Securities
registered pursuant to Section 12(g) of the Act:





Units of Limited Partnership
Interest


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities
Act.                                                                         
                                
                                       Yes
 ̈     No  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.                                                                                                                                                  
Yes  ̈     No  x





Note –
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or Section 15 (d) of the Exchange Act from their
obligations under those Sections.




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x    No
 ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of
the Exchange Act.





Large
      Accelerated Filer
             ̈
            Accelerated
      Filer   ̈Non-Accelerated
      Filer
             ̈(Do not check if a
      smaller reporting company)
            Smaller
      reporting company  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈  No x





Aggregate
Market Value of Voting and Non-Voting Common Equity Held by non-affiliates of
the Registrant:  N/A





DOCUMENTS
INCORPORATED BY REFERENCE





Part I
            Part II
            Part III
            Part IV(None)
            (None)
            (None)
            Exhibits from Form 10Registration Statement filed on July 14, 1994;Form 10-K Annual Reports filed on April 1, 1996 and March 31, 2003;and Form 10-Q Quarterly Report;November 11, 2003 -Commission file Number 0-24816.









INDEX




PagePART IItem 1.
                                                  BusinessI.
                                                  Summary
                                                  1II.
                                                  NPAMLP Objectives and Policies
                                                  2III.
                                                  Glossary
                                                  4Item 1(A).
                                                  Risk Factors
                                                  7Item 1(B).
                                                  Unresolved Staff Comments
                                                  7Item 2.
                                                  Properties
                                                  7Item 3.
                                                  Legal Proceedings
                                                  14Item 4.
                                                  Submission of Matters to a Vote of Security Holders
                                                  14PART IIItem 5.
                                                  Market for the Registrant's CommonEquity, Related Stockholder Matters and IssuerPurchases of Equity Securities
                                                  15I.
                                                  No Trading Market
                                                  15II.
                                                  Distributions of Cash Flow From Operations
                                                  15III.
                                                  Proceeds of Sales Distributions
                                                  15IV.
                                                  Certain Income Tax Considerations
                                                  15V.
                                                  Other
                                                  16Item 6.
                                                  Selected Financial Data
                                                  16Item 7.
                                                  Management's Discussion and Analysis ofFinancial Condition and Results of Operations
                                                  16I.
                                                  Liquidity and Capital Resources
                                                  16II.
                                                  Critical Accounting Policies
                                                  18III.
                                                  Factors That May Influence Future Results of Operations
                                                  18IV.
                                                  Results of Operations
                                                  19V.
                                                  Tabular Disclosure of Contractual Obligations
                                                  20VI.
                                                  Indebtedness Secured by the Properties
                                                  20Item 7(A)
                                                  Quantitative and Qualitative DisclosuresAbout Market Risk
                                                  23Item 8.
                                                  Financial Statements and Supplementary Data
                                                  23Item 9.
                                                  Changes in and Disagreements with Accountants onAccounting and Financial Disclosure
                                                  23Item 9(A)T.
                                                  Controls and Procedures
                                                  23Item 9(B).
                                                  Other Information
                                                  24PART IIIItem 10.
                                                  Directors, Executive Officers and CorporateGovernance
                                                  25I.
                                                  Summary
                                                  25II.
                                                  Code of Ethics
                                                  25III.
                                                  Audit Committee Financial Expert
                                                  25Item 11.
                                                  Executive Compensation
                                                  25Item 12.
                                                  Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters
                                                  26Item 13.
                                                  Certain Relationships and Related Transactions andDirector Independence
                                                  26I.
                                                  Compensation and Fees
                                                  26II.
                                                  Property Management by Affiliate
                                                  27III.
                                                  Conflicts of Interest
                                                  27IV.
                                                  Summary of Relationships
                                                  28V.
                                                  Related Party Transactions
                                                  28VI.
                                                  Director Independence
                                                  29Item 14.
                                                  Principal Accountant Fees and Services
                                                  29I.
                                                  Audit Fees
                                                  29II.
                                                  Tax Fees
                                                  29III.
                                                  All Other Fees
                                                  29IV.
                                                  Pre-approval Policies and Procedures
                                                  29PART IVItem 15.
                                                  Exhibits, Financial Statement Schedules
                                                  30I.
                                                  Documents Filed as Part of this Report
                                                  30SIGNATURES
                                                  
                                                  32




ii




Forward-Looking
Statements





From time
to time, management may provide information, whether orally or in writing,
including certain statements in this Annual Report on Form 10-K, which are
deemed to be “forward-looking” within the meaning of the Private Securities
Litigation Reform Act of 1995 (the “Litigation Reform Act”). These
forward-looking statements reflect management’s current beliefs and expectations
with respect to future events and are based on assumptions and are subject to
risks and uncertainties and other factors outside management’s control that may
cause actual results to differ materially from those projected.





The words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “should” and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Such statements reflect management’s current views
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected or intended or using other similar expressions. Management does not
intend to update these forward-looking statements, except as required by law. In
accordance with the provisions of the Litigation Reform Act, we are making the
limited partners aware that such forward-looking statements, because they relate
to future events, are by their very nature subject to many important factors
that could cause actual results to differ materially from those contemplated by
the forward-looking statements contained in this Annual Report on Form 10-K, and
any exhibits to this Form 10-K. Such factors include, but are not limited to:
the outcome of litigation and regulatory proceedings to which NPAMLP may be a
party; actions of competitors; changes and developments affecting our industry;
quarterly or cyclical variations in financial results; the ability to attract
and retain tenants at market rates; interest rates and cost of borrowing;
management’s ability to maintain and improve cost efficiency of operations;
changes in economic conditions, political conditions,  and other
factors that are set forth in the “Legal Proceedings” section, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
section and other sections of this Annual Report on Form 10-K, as well as in our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.


iii


PART
I





Item
1.  Business





I.  Summary





The following summary is qualified in
its entirety by the more detailed information and financial statements appearing
elsewhere in the Annual Report.  Reference is made to the Glossary,
which appears at the end of this Item for the definition of certain capitalized
terms used in the Summary and elsewhere in this Report.





A.  The Master Limited
Partnership





National Property Analysts Master
Limited Partnership (“NPAMLP”) was organized under the Delaware Revised Uniform
Limited Partnership Act in January, 1990 as part of a consolidation of the
operation of properties owned by certain limited partnerships (the
“Partnerships”) previously sponsored by National Property Analysts, Inc. and its
affiliates (“NPA”).  The term of NPAMLP will continue until December
31, 2013, unless sooner terminated in accordance with the terms of the limited
partnership agreement of NPAMLP (the “Partnership Agreement”).  See
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations - V. Indebtedness Secured by the Properties - D. Future Interest
Agreement.”





NPAMLP's principal executive offices
are located at 230 South Broad Street, Mezzanine, Philadelphia, Pennsylvania
19102 (telephone: 215-790-4700).





B.  The General
Partners





The General Partners of NPAMLP are
EBL&S, Inc., an affiliate of NPA (the “Managing General Partner”) and
Feldman International, Inc. (the “Equity General Partner”).  The
Managing General Partner and the Equity General Partner are collectively
referred to as the “General Partners”.  The Managing General Partner
manages and controls all aspects of the business of NPAMLP.  The
Managing General Partner is owned 100% by E & H Properties, Inc., an
affiliate of NPA and holds no ownership interest in NPAMLP.  The
Equity General Partner holds a 1% general partner interest in
NPAMLP.  See “Item 13. Certain Relationships and Related Party
Transactions.”





C.  The Properties and
Indebtedness Secured by the Properties





NPAMLP owns 24 properties, inclusive of
tenant-in-common (“TIC”) interests, as of December 31, 2009, which consist
primarily of shopping centers and free standing, single tenant retail stores
(the “Properties”).  The Properties are subject to certain
indebtedness, which was incurred in connection with the acquisition of the
Properties by the Partnerships.  See “Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of
Operations.”





D.  NPAMLP Objectives and
Policies





NPAMLP intends to hold the Properties
until such time as it is deemed prudent to dispose of the
Properties.  However, the Partnership in accordance with the terms of
the Partnership Agreement will terminate on December 31, 2013.  See
further discussion under “II. NPAMLP Objectives and Policies”, below; see “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations - V. Indebtedness Secured by the Properties - D. Future Interest
Agreement.”





E.  Limited Partners' Share of
Cash Flow from Operations





The Limited Partners will receive, on
an annual basis, 99% of the Cash Flow from Operations as defined in the
Partnership Agreement.  It is not anticipated that NPAMLP will be in a
position to distribute Cash Flow from Operations to its partners in the
foreseeable future.





F.  Limited Partners' Share of
Proceeds of Sales Distributions





Proceeds of Sales of the Properties
available to be distributed by NPAMLP will be distributed 99% to the Limited
Partners and 1% to the Equity General Partner.  It is not anticipated
that NPAMLP will be in a position to distribute Proceeds of Sales to its
partners in the foreseeable future.


1


G.  Allocations of Profits and
Losses





Taxable
income from NPAMLP operations or from a capital transaction will be allocated
99% to the Limited Partners and 1% to the Equity General
Partner.  Taxable losses from NPAMLP operations or from capital
transactions generally have been allocated 99% to the Limited Partners and 1% to
the Equity General Partner.





H.  Compensation to the General
Partner and Affiliates





The Managing General Partner will
receive certain compensation for its services including reimbursement of certain
of its expenses and the Equity Partner will receive a portion of Cash Flow from
Operations and Proceeds of Sales of the Properties.  An affiliate of
the Managing General Partner will receive a management fee for managing the
Properties and a leasing fee for obtaining or renewing leases.  See
“Item 13.  Certain Relationships and Related Party Transactions - I.
Compensation and Fees.”





I.  Fiscal
Year





NPAMLP's fiscal year begins on January
1 and ends on December 31 of each year.





II. NPAMLP Objectives and
Policies





A.  NPAMLP
Objectives





NPAMLP intends to hold the Properties
until such time as it is deemed prudent to dispose of one or more or all of the
Properties.  The precise timing of disposition of Properties is at the
discretion of the Managing General Partner.  However, the Partnership
in accordance with the terms of the Partnership Agreement is expected to
terminate not later than December 31, 2013.  See “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations - V.
Indebtedness Secured by the Properties - D. Future Interest
Agreement.”





It is anticipated that the forgiveness
of Wrap Mortgages, if any, and the process of selling Properties, which are
owned by Unaudited Partnerships, and applying sales proceeds to make payments on
the Wrap Mortgages will result in the Limited Partners having to report
substantial taxable income when the Properties are sold without the
corresponding receipt of any cash proceeds therefrom (unless and until the
Threshold Amount has been exceeded). The Consolidation and Restructuring was
intended to avoid a foreclosure of Properties and to preserve for Limited
Partners the potential for deriving an economic benefit from the future sales of
the Properties, while at the same time possibly deferring the recognition of
taxable income for some Limited Partners.





The objectives of NPAMLP are to
implement effective management, leasing, cost control and capital improvement
policies and techniques with respect to the Properties, to: (i) preserve and
protect NPAMLP's Properties in order to avoid the loss of any Properties to
foreclosure; (ii) enhance the potential for appreciation in the value of
NPAMLP's Properties; and (iii) eventually provide Cash Flow from
Operations.  It is not anticipated that NPAMLP will be in a position
to distribute Cash Flow from Operations to its partners in the foreseeable
future.





The determination of whether a Property
should be sold or otherwise disposed of will be made by the Managing General
Partner after consideration of relevant factors, including performance of the
Property, market conditions, the financial requirements of NPAMLP and the tax
consequences to Limited Partners, with a view toward achieving the principal
investment objectives of NPAMLP.  In connection with a sale of a
Property, a purchase money obligation secured by a mortgage may be taken as part
payment; there are no limitations or restrictions on NPAMLP's taking such
purchase money obligations.  The terms of payment to NPAMLP are
affected by custom in the area in which each Property is located and the
then-prevailing economic conditions.  To the extent the Partnership
receives notes and other property instead of cash on sales, such proceeds (other
than any interest payable thereon) will not be included in Proceeds of Sales of
the Properties until and to the extent the notes or other property are actually
paid, sold, refinanced or otherwise disposed of; and therefore, the distribution
of such proceeds to NPAMLP may be delayed until such time.




2


NPAMLP may not acquire additional
properties.  However, in the Managing General Partner's discretion,
NPAMLP may, in appropriate circumstances, exchange Properties for new properties
in transactions structured to be non-taxable events in whole or in substantial
part under Section 1031 of the Internal Revenue Code, and the proceeds of an
involuntary conversion may be invested in property in transactions structured to
be non-taxable in whole or in part under Section 1033 of the Internal Revenue
Code.





B.  Competition for
Tenants





NPAMLP's Properties consist primarily
of shopping centers and freestanding, single tenant retail stores located in 14
states.  Of the 24 properties owned by NPAMLP, 14 properties have only
1 or 2 tenants (“Single Tenant Properties”).  The tenants in the
Single Tenant Properties are primarily national retailers or supermarkets
(“Anchor Tenants”).  The 10 remaining properties are multi-tenant
shopping center properties (“Shopping Center Properties”).  The
tenants in the Shopping Center Properties generally include Anchor Tenants and a
variety of tenants occupying less substantial portions of the property (“Local
Tenants”).





1.  Anchor
Tenants





The Anchor Tenant leases at lease
inception are usually for 15 to 25 years.  These Anchor Tenant leases
are at various stages of maturity.  Upon expiration of the initial
lease term, renewal options are usually available to the Anchor
Tenants.  See "Item 2. Properties."  The high concentration
of minimum rent received from Anchor Tenants under the terms of long term leases
generally provide NPAMLP with protection against a significant reduction in
rental income; however, this also restricts the growth opportunity for
NPAMLP.





NPAMLP's primary Anchor Tenants are Sun
Microsystems, Sears Holdings  Corporation and its subsidiaries
(“Sears”) and CVS Corporation (“CVS”), which in 2009 accounted for approximately
23%, 18% and 14%, respectively, of the rental income received by
NPAMLP.  As of December 31, 2009, NPAMLP had 1 lease with Sun
Microsystems for approximately 250,000 square feet.  The rent per
square foot for the Sun Microsystems lease as of December 31, 2009, was
$49.90.  As of December 31, 2009, no balance was due from Sun
Microsystems under its lease.  As of December 31, 2009, NPAMLP had 7
leases with Sears aggregating approximately 704,000 square
feet.  NPAMLP’s average rent per square foot for all of the Sears
leases as of December 31, 2009, was $3.32.  As of December 31, 2009,
$92,000 was due from Sears under four (4) of its leases. As of December 31,
2009, NPAMLP had 5 leases with CVS aggregating approximately 57,000 square
feet.  NPAMLP’s average rent per square foot for all of the CVS leases
as of December 31, 2009, was $31.16.  As of December 31, 2009, there
were no amounts due from CVS under its leases.





The Managing General Partner has had
periodic discussions with representatives of Sears to review and discuss with
them their plans for the various Sears stores.  In the past, in
instances where Sears stores were determined to be undersized and inadequate to
accommodate Sears’ current needs, expansions of the existing facilities were
undertaken wherever possible. Other than noted below, management is currently
unaware of any plans of Sears, or any of its other Anchor Tenants, to expand or
close any of their stores owned by NPAMLP, although there can be no assurance
that Sears, or any other Anchor Tenant, will not close stores in the
future.





In 2010,
the current lease terms of four Anchor Tenant spaces are scheduled to
mature.  The Anchor Tenant at the Kalamazoo, MI property has already
indicated it will not exercise an option to renew that lease.  All of
the three other Anchor Tenant leases have renewal options
available.  Management believes that although the lease option rates
for these leases are favorable to the Anchor Tenants, there can be no assurance
that the tenants will exercise their renewal options. If the Anchor Tenants
elect not to exercise a renewal option, management will endeavor to re-tenant
the properties with comparable tenants at rental rates equal to or higher than
the existing rate. In the current economic environment it is difficult to
predict the availability of replacement tenants or the timing of that
replacement (See “Item 2. – Properties”, Schedule 3).





2.  Local
Tenants





Marketing of Local Tenant space is
accomplished through signage, direct mailing, advertisements and through
coordinated listings with local leasing brokers.


3


The NPAMLP Properties' occupancy rate
for Local Tenant space is 64% at December 31, 2009. The lease terms for Local
Tenant space typically range from 1 to 3 years.  The competitive
conditions applicable to Local Tenant space vary from Property to
Property.  However, as a general matter, it can be said that the
market for Local Tenant space is highly competitive and, with respect to NPAMLP
Properties, is typically a function of NPAMLP's rental rates as compared to the
local market.  However, in instances where a multi-tenant Property has
Anchor Tenant space and the Anchor Tenant space is vacant (at December 31, 2009,
one Shopping Center Property has Anchor Tenant space which is vacant), the
vacancy in the Anchor Tenant space makes the rental of the Local Tenant space
more difficult.





C.  Prohibited Activities and
Investments





NPAMLP does not engage in any business
not related to the operations of the Properties.  Additionally, NPAMLP
does not: (i) sell additional limited partnership interests in NPAMLP; (ii)
issue limited partnership interests in exchange for property; (iii) issue senior
securities or make loans or investments in real estate mortgages other than in
connection with a contemplated purchase or sale or disposition of the
Properties; (iv) make loans to the General Partners or its affiliates; (v)
invest in or underwrite the securities of other issuers for any purpose,
including investing in securities for the purpose of exercising control; (vi)
operate in such a manner as not to be exempt from classification as an
“investment company” for purposes of the Investment Company Act of 1940; (vii)
purchase or lease any property from or sell or lease any property to the General
Partners or its affiliates, except that with respect to leases, the General
Partners and its affiliates may lease space in the Properties on terms no more
favorable than those offered to non-affiliated persons; (viii) invest in junior
mortgages or deeds of trust, except that the acquisition or granting of junior
mortgages or deeds of trust in connection with the sale, purchase, financing or
refinancing of a Property shall not be deemed to be investing in junior
mortgages or deeds of trust; (ix) commingle the funds of NPAMLP with any other
person's; (x) invest in limited partnership interests; (xi) construct or develop
properties; (xii) enter into joint venture agreements; or (xiii) receive rebates
or give-ups in connection with NPAMLP.





D.  Insurance on
Properties





NPAMLP has liability insurance covering
most of the Properties.  The third party liability coverage insures,
among others, NPAMLP and the General Partners.  Property insurance has
also been obtained that insures NPAMLP for fire and other casualty losses in an
amount that covers the replacement cost of the covered Properties. NPAMLP does
not maintain property and liability insurance on Properties for which the Anchor
Tenants are responsible for providing such insurance. In addition, NPAMLP is
covered under fidelity insurance policies in amounts that the Managing General
Partner deems sufficient.  Such insurance coverage is reviewed at
least annually and adjusted to account for variations in value.





III.  Glossary





“Capital Improvement” shall
mean any improvement to any Property that is required to be capitalized or
amortized by NPAMLP, pursuant to accounting principles generally accepted in the
United States of America.





“Capital Improvement Debt”shall mean indebtedness incurred by NPAMLP for Capital
Improvements.





“Cash Flow from Operations”
shall mean, with respect to NPAMLP, Operating Revenues less Operating Cash
Expenses and Reserves.





“Consolidation” shall mean the
consolidation of the ownership and operations of the Properties in
NPAMLP.





“Debt Service” shall mean the
aggregate principal and interest payments required on the Third Party Underlying
Obligations in calendar year 1990 with respect to the Properties owned by
NPAMLP.





“Equity General Partner” shall
mean Feldman International, Inc., a Delaware corporation.





“Excess Proceeds” shall mean
the Proceeds of Sales of the Properties in excess of the Minimum Payoff Amount
and Capital Improvement Debt.


4


“General Partners” shall mean
EBL&S, Inc., the Managing General Partner of NPAMLP and Feldman
International, Inc., the Equity General Partner of NPAMLP.





“Investor Note Payments” shall
mean the payment by Investor Note Payors of amounts becoming due on or after
June 1, 1989 on the Investor Notes.





“Investor Note Payors” shall
mean the limited partners of Partnerships who made payments which became due on
or after June 8, 1989 on the Investor Notes.





“Investor Note Recovery”shall
mean the Excess Proceeds available for distribution to NPAMLP after the first
$28 million of Excess Proceeds has been retained by NPAMLP, in an amount equal
to the lesser of the Investor Note Payments or $25 million.





“Investor Notes” shall mean
the promissory notes executed and tendered by Limited Partners as payments for a
portion of the purchase price of their interest in a Partnership.





“Limited Partners” shall mean
all persons who hold limited partnership interests in NPAMLP.





“Management Agreement” shall
mean the agreement entered into by and between NPAMLP and EBL&S Property
Management, Inc. pursuant to which the Property Manager will manage the
Properties in consideration of a property management fee (equal to five percent
(5%) of NPAMLP's gross operating revenues) and a leasing fee (equal to the fee
customarily charged in the geographic areas in which the Properties are
located).





“Minimum Payoff Amount” shall
mean the payment made by NPAMLP pursuant to the Restructuring Agreement equal to
the sum of (i) the balance of the Third Party Underlying Obligations on a
Property on January 1, 1990 and (ii) any prepayment penalties or
premiums.





“Managing General Partner”
shall mean EBL&S, Inc, a Delaware corporation.





“MLPG” shall mean Main Line
Pension Group, a Delaware limited partnership.





“NPA” shall mean National
Property Analysts, Inc. and the corporations and partnerships now or previously
controlled by, related to or affiliated with, directly or indirectly, National
Property Analysts, Inc. and Mr. Edward Lipkin, including, but not limited to E
& H Properties, Inc., National Property Analysts Management Company, and
National Property Management Corp.





“NPAEP”shall mean National
Property Analysts Employee Partnership, a Delaware limited
partnership.





“NPAMLP” shall mean National
Property Analysts Master Limited Partnership, a Delaware limited
partnership.





“Operating Cash Expenses”
shall mean the amount of cash paid by NPAMLP for costs and expenses incurred in
the ordinary course of its business including, without limitation, (i) Debt
Service, (ii) debt service payments on Capital Improvement Debt, (iii) fees paid
to the Property Manager and (iv) repairs and maintenance, utilities, taxes and
certain tenant improvements, employee salaries, travel on NPAMLP business,
advertising and promotion, supplies, legal, accounting, statistical or
bookkeeping services, and printing and mailing of reports and
communications.





“Operating Revenues” shall
mean the cash receipts of NPAMLP, other than (i) the proceeds of sales of the
Properties and (ii) proceeds of borrowings of NPAMLP, received in cash during
NPAMLP’s fiscal year.





“Partnership Agreement” shall
mean the limited partnership agreement entered into between the General Partners
and the Limited Partners of NPAMLP.





“Partnerships” shall mean
certain limited partnerships previously sponsored by NPA.


5


“Pension Groups” shall mean
the limited partnerships comprised of various pension and profit sharing trusts
which sold the Properties to the Partnerships, and includes Main Line Pension
Group (“MLPG”), a Delaware limited partnership which acquired the ownership of
the Wrap Mortgages from the original holders and NPAEP and PVPG, both Delaware
limited partnerships which subsequently acquired ownership of certain Wrap
Mortgages from MLPG.





“Proceeds of Sales
Distributions” shall mean the distributions made by NPAMLP from the
proceeds of sales of the Properties as defined in the Partnership
Agreement.





“Proceeds of Sales of the
Properties” shall mean, for purposes of the Restructuring Agreement, at
the time of the calculation thereof, (a) the gross sales proceeds (including the
then-outstanding principal amount of indebtedness for borrowed money assumed or
taken subject to) from the sale of any Property or Properties occurring and
after the date the Properties were transferred to NPAMLP, minus (b) all
reasonable costs and expenses incurred by a Partnership or a successor to a
Partnership (including NPAMLP), in connection with any such sale, including
without limitation, brokerage commissions to independent third parties, legal
fees and costs, transfer taxes, mortgage taxes, prepayment penalties payable to
independent third parties, title insurance and all other customary closing costs
and expenses.





“Property” or “Properties”
shall mean one, some or all of the parcels of real property owned by NPAMLP
(inclusive of tenant-in-common interests).





“PVPG” shall mean Penn Valley
Pension Group, a Delaware limited partnership.





“Property Manager” shall mean
EBL&S Property Management, Inc.





“Reserves” shall mean the
amount determined by the Managing General Partner, in its sole discretion, to be
set aside for future requirements of NPAMLP.  At the end of each year,
any unexpended reserves not continued as Reserves will be treated as Cash Flow
from Operations.





“Restructuring” shall mean the
restructuring of the Wrap Mortgages and the Second Mortgages.





“Restructuring Agreement”
shall mean the agreement entered into by and between NPAMLP, the Pension Groups
and certain NPA affiliates to restructure the Wrap Mortgages and the Second
Mortgages.





“Restructured Wrap Mortgages”
shall mean the Wrap Mortgages as modified by the Restructuring
Agreement.





“Second Mortgage” shall mean
any purchase money mortgage or deed of trust created by a Pension Group upon its
purchase of a Property that is a subordinate lien against the Property in favor
of an NPA affiliate and evidenced by a promissory note.





“Tenant Improvements” shall
mean construction to the Properties completed for the benefit of the tenants'
use of the Property.





“Third Party Debt Service”
shall mean payments of principal and interest on Third Party Underlying
Obligations.





“Third Party Underlying
Obligations” shall mean those obligations secured by the Property
underlying the Wrap Mortgages held by persons or entities other than NPA, or its
affiliates.





“Threshold Amount” shall mean
payments on the Wrap Mortgages generated by Proceeds of Sales of the Properties
in an amount equal to $45,000,000 in excess of the Third Party Underlying
Obligations as of January 1, 1990 secured by such Properties.  As of
December 31, 2009, approximately $36,602,000 had been applied in reduction of
the Threshold Amount.





“Unaudited Partnerships” shall
mean the Partnerships included in NPAMLP that were not audited by the Internal
Revenue Service.





“Units” shall mean units of
limited partnership interest in NPAMLP.


6


“Wrap Mortgages” shall mean
the mortgages securing the Wrap Notes that were delivered to the Pension Groups
by the Partnerships at the time of the acquisition of the Property.





“Wrap Notes” shall mean the
promissory notes secured by the Wrap Mortgages.





Item
1 (A). Risk Factors





Not applicable





Item
1 (B). Unresolved Staff Comments





None





Item
2.    Properties





NPAMLP's Properties consist primarily
of shopping centers and freestanding, single tenant retail stores.  As
of December 31, 2009, NPAMLP owned and operated 24 Properties located in 14
states, with 57% of the Properties being Single Tenant Properties and 43% being
Shopping Center Properties.





Set forth below are schedules providing
information with respect to the Properties and the indebtedness secured by the
Properties.  Schedule 1 provides a description of the Properties and
certain tenant information.  Schedule 2 provides certain information
regarding tenant lease expirations.  Schedule 3 provides information
regarding the Third Party Underlying Obligations secured by the
Properties.





Under applicable law, in certain
circumstances, the owner or operator of real property has an obligation to clean
up hazardous and toxic substances on the property.  This obligation is
often imposed without regard to the timing, cause or person responsible for such
substances on the property.  The presence of such substances on a
Property would have an adverse impact on the operating costs and sale or
refinancing of such Property.  None of the Properties are presently
the subject of any environmental enforcement actions under any such statutes,
and the General Partners do not have any information or knowledge about the
presence of such substances requiring remediation on any of the
Properties.  If it is claimed or determined that such substances do
exist on any of such Properties, NPAMLP could be subject to such cleanup
obligations. There can be no assurance that hazardous or toxic substances will
not be discovered on one or more Properties in the future, or that NPAMLP will
not incur environmental clean-up or remediation costs in the future, including
in connection with environmental assessments and investigations performed in
connection with any future sale of properties.  The presence of such
substances may make a Property unmarketable or substantially decrease its
value.  Any environmental cleanup expenses incurred in connection with
a sale would directly reduce proceeds derived from the sale of the
Property.


7




Schedule
1




Description of Property
Tenant Information





Total
                
                
                AverageProperty
                
                Total
                
                
                Occupancy
                
                
                Minimum
                
                
                RentLocation
                
                GLA(a)
                
                
                Rate
                
                
                Rent(b)
                
                
                PSF(c)Cottage Grove, MN
                
                
                114,609
                
                
                
                82.0
                %
                
                $
                848,685
                
                
                $
                9.00Dunmore, PA
                
                
                26,475
                
                
                
                100.0
                %
                
                
                78,696
                
                
                
                2.97East Haven, CT
                
                
                52,852
                
                
                
                55.3
                %
                
                
                297,450
                
                
                
                10.17Federal Way, WA
                
                
                37,560
                
                
                
                100.0
                %
                
                
                45,000
                
                
                
                1.20Grand Rapids, MI
                
                
                10,880
                
                
                
                100.0
                %
                
                
                378,071
                
                
                
                34.75Huntsville, AL
                
                
                104,000
                
                
                
                100.0
                %
                
                
                244,400
                
                
                
                2.35Independence, MO
                
                
                134,634
                
                
                
                96.3
                %
                
                
                367,482
                
                
                
                2.83Kalamazoo, MI
                
                
                120,958
                
                
                
                74.7
                %
                
                
                299,326
                
                
                
                3.31Lake Mary, FL
                
                
                107,400
                
                
                
                100.0
                %
                
                
                859,200
                
                
                
                8.00Lawnside, NJ
                
                
                102,552
                
                
                
                100.0
                %
                
                
                544,634
                
                
                
                5.31Lawndale, CA
                
                
                14,813
                
                
                
                100.0
                %
                
                
                324,024
                
                
                
                21.87Marquette, MI
                
                
                248,256
                
                
                
                95.0
                %
                
                
                1,239,111
                
                
                
                5.25Maryville, MO
                
                
                35,179
                
                
                
                100.0
                %
                
                
                124,264
                
                
                
                3.53North Augusta, SC
                
                
                109,134
                
                
                
                95.3
                %
                
                
                378,200
                
                
                
                3.64O' Fallon, MO
                
                
                91,061
                
                
                
                97.8
                %
                
                
                344,354
                
                
                
                3.87Oak Lawn, IL
                
                
                159,233
                
                
                
                100.0
                %
                
                
                1,116,834
                
                
                
                7.01Philadelphia, PA
                
                
                128,006
                
                
                
                100.0
                %
                
                
                558,250
                
                
                
                4.36Painesville, OH
                
                
                10,125
                
                
                
                100.0
                %
                
                
                188,777
                
                
                
                18.64Rockville, MD (d)
                
                
                10,880
                
                
                
                100.0
                %
                
                
                521,718
                
                
                
                58.48San Jose, CA (e)
                
                
                249,832
                
                
                
                100.0
                %
                
                
                2,979,459
                
                
                
                49.90Seven Hills, OH
                
                
                121,677
                
                
                
                100.0
                %
                
                
                318,595
                
                
                
                2.62Taylorville, IL
                
                
                43,127
                
                
                
                100.0
                %
                
                
                242,719
                
                
                
                5.63Urbana, IL
                
                
                55,531
                
                
                
                18.8
                %
                
                
                65,913
                
                
                
                6.30Waverly, OH
                
                
                8,834
                
                
                
                100.0
                %
                
                
                77,006
                
                
                
                8.80


(a)  Gross
Leasable Area.


(b)  Based
on leases in effect as of December 31, 2009.


(c)  Based
on occupied space.


(d)  NPAMLP
owns an 82% interest in this property.  Minimum rent amounts reflects
NPAMLP’s percentage ownership.


(e)  NPAMLP
owns a 23.9% tenant-in-common interest in this property.  Minimum rent
amounts reflects NPAMLP’s  percentage ownership.


8


Schedule
1, Continued




Description of Property
Tenant Information




Major Tenant
Information




RemainingProperty
                                    
                                    
                                    
                                    
                                    
                                    
                                    Annual
                                    
                                    Lease
                                    
                                    TenantLocation
                                    
                                    MajorTenantName
                                    
                                    GLA(a)
                                    
                                    
                                    Rent
                                    
                                    Expiration
                                    
                                    OptionsCottage Grove, MN
                                    
                                    Rainbow Foods
                                    
                                    
                                    70,130
                                    
                                    
                                    $
                                    606,624
                                    
                                    07/11/16
                                    
                                    6 / 5 YRDunmore, PA
                                    
                                    Price Chopper
                                    
                                    
                                    26,475
                                    
                                    
                                    
                                    78,696
                                    
                                    11/30/10
                                    
                                    2 / 5 YREast Haven, CT
                                    
                                    AutoZone
                                    
                                    
                                    9,700
                                    
                                    
                                    
                                    147,925
                                    
                                    02/28/13
                                    
                                    1 / 5 YRFederal Way, WA
                                    
                                    Safeway
                                    
                                    
                                    37,560
                                    
                                    
                                    
                                    45,000
                                    
                                    10/31/13
                                    
                                    4 / 5 YRGrand Rapids, MI
                                    
                                    CVS
                                    
                                    
                                    10,880
                                    
                                    
                                    
                                    378,071
                                    
                                    01/31/24
                                    
                                    10 / 5 YRHuntsville, AL
                                    
                                    Kmart
                                    
                                    
                                    104,000
                                    
                                    
                                    
                                    244,400
                                    
                                    11/30/10
                                    
                                    4 / 5 YRIndependence, MO
                                    
                                    Kmart
                                    
                                    
                                    116,799
                                    
                                    
                                    
                                    308,634
                                    
                                    03/31/15
                                    
                                    8 / 5 YRKalamazoo, MI
                                    
                                    Kmart
                                    
                                    
                                    84,180
                                    
                                    
                                    
                                    248,770
                                    
                                    02/28/10
                                    
                                    8 / 5 YRLake Mary, FL
                                    
                                    Gander Mountain Sports
                                    
                                    
                                    107,400
                                    
                                    
                                    
                                    859,200
                                    
                                    05/31/21
                                    
                                    4 / 5 YRLawnside, NJ
                                    
                                    Sears
                                    
                                    
                                    102,552
                                    
                                    
                                    
                                    544,634
                                    
                                    09/30/25
                                    
                                    10 / 5 YRLawndale, CA
                                    
                                    CVS
                                    
                                    
                                    14,813
                                    
                                    
                                    
                                    324,024
                                    
                                    05/31/13
                                    
                                    10 / 5 YRMarquette, MI
                                    
                                    Kohl's Department Stores, Inc.
                                    
                                    
                                    85,480
                                    
                                    
                                    
                                    170,960
                                    
                                    11/30/24
                                    
                                    9 / 5 YRYounker's
                                    
                                    
                                    44,068
                                    
                                    
                                    
                                    92,543
                                    
                                    10/22/11
                                    
                                    NoneJ.C. Penney
                                    
                                    
                                    33,996
                                    
                                    
                                    
                                    118,286
                                    
                                    02/29/12
                                    
                                    4 / 5 YRMaryville, MO
                                    
                                    J.C. Penney
                                    
                                    
                                    22,060
                                    
                                    
                                    
                                    65,502
                                    
                                    10/31/11
                                    
                                    1 / 5 YRNorth Augusta, SC
                                    
                                    Riverfront Antique Mall
                                    
                                    
                                    103,964
                                    
                                    
                                    
                                    378,200
                                    
                                    Various
                                    
                                    NoneO' Fallon, MO
                                    
                                    Kmart
                                    
                                    
                                    83,061
                                    
                                    
                                    
                                    279,415
                                    
                                    11/30/10
                                    
                                    9 / 5 YROak Lawn, IL
                                    
                                    Home Depot
                                    
                                    
                                    104,622
                                    
                                    
                                    
                                    530,000
                                    
                                    01/31/28
                                    
                                    5 / 5 YRJewel Foods
                                    
                                    
                                    58,575
                                    
                                    
                                    
                                    586,834
                                    
                                    01/03/14
                                    
                                    1 / 5 YRPhiladelphia, PA
                                    
                                    Kmart
                                    
                                    
                                    91,033
                                    
                                    
                                    
                                    388,500
                                    
                                    03/31/12
                                    
                                    8 / 5 YRSupremo Foods
                                    
                                    
                                    36,973
                                    
                                    
                                    
                                    168,000
                                    
                                    06/30/35
                                    
                                    NonePainesville, OH
                                    
                                    CVS
                                    
                                    
                                    10,125
                                    
                                    
                                    
                                    188,777
                                    
                                    01/31/19
                                    
                                    6 / 5 YRRockville, MD (b)
                                    
                                    CVS
                                    
                                    
                                    10,880
                                    
                                    
                                    
                                    521,718
                                    
                                    01/31/24
                                    
                                    10 / 5 YRSan Jose, CA (c)
                                    
                                    Sun Microsystems
                                    
                                    
                                    249,832
                                    
                                    
                                    
                                    2,979,459
                                    
                                    05/31/13
                                    
                                    2 / 5 YRSeven Hills, OH
                                    
                                    Kmart
                                    
                                    
                                    121,677
                                    
                                    
                                    
                                    318,595
                                    
                                    08/31/12
                                    
                                    7 / 5 YRTaylorville, IL
                                    
                                    Grandview Retail Stores
                                    
                                    
                                    27,958
                                    
                                    
                                    
                                    120,000
                                    
                                    03/31/18
                                    
                                    NoneCVS
                                    
                                    
                                    10,069
                                    
                                    
                                    
                                    81,319
                                    
                                    03/31/12
                                    
                                    4 / 5 YRUrbana, IL
                                    
                                    Dollar General
                                    
                                    
                                    6,264
                                    
                                    
                                    
                                    39,000
                                    
                                    10/31/12
                                    
                                    NoneWaverly, OH
                                    
                                    None
                                    
                                    
                                    N/A
                                    
                                    
                                    
                                    N/A
                                    
                                    N/A
                                    
                                    N/A









(a)  Gross
Leasable Area


(b)  NPAMLP
owns an 82% interest in this property.  Annual rent amount reflects
NPAMLP’s percentage ownership.


(c)NPAMLP owns a
23.9% tenant-in-common interest in this property.  Annual rent amount
reflects NPAMLP’s percentage ownership.


N/A
-  Not Applicable


9


Schedule
2




Tenant Lease
Expirations




2010
                  
                  
                  2011TotalProperty
                  
                  Total
                  
                  
                  Minimum
                  
                  
                  # of
                  
                  
                  Minimum
                  
                  
                  
                  
                  
                  # of
                  
                  
                  MinimumLocation
                  
                  GLA (a)
                  
                  
                  Rent(b)
                  
                  
                  Tenants
                  
                  
                  Rent
                  
                  
                  GLA (a)
                  
                  
                  Tenants
                  
                  
                  Rent
                  
                  
                  GLA (a)Cottage Grove, MN
                  
                  
                  114,609
                  
                  
                  $
                  848,685
                  
                  
                  
                  1
                  
                  
                  $
                  29,400
                  
                  
                  
                  2,700Dunmore, PA
                  
                  
                  26,475
                  
                  
                  
                  78,696
                  
                  
                  
                  1
                  
                  
                  
                  78,696
                  
                  
                  
                  26,475East Haven, CT
                  
                  
                  52,852
                  
                  
                  
                  297,450Federal Way, WA
                  
                  
                  37,560
                  
                  
                  
                  45,000Grand Rapids, MI
                  
                  
                  10,880
                  
                  
                  
                  378,071Huntsville, AL
                  
                  
                  104,000
                  
                  
                  
                  244,400
                  
                  
                  
                  1
                  
                  
                  
                  244,400
                  
                  
                  
                  104,000Independence, MO
                  
                  
                  134,634
                  
                  
                  
                  367,482Kalamazoo, MI
                  
                  
                  120,958
                  
                  
                  
                  299,326
                  
                  
                  
                  1
                  
                  
                  
                  248,770
                  
                  
                  
                  84,180Lake Mary, FL
                  
                  
                  107,400
                  
                  
                  
                  859,200Lawnside, NJ
                  
                  
                  102,552
                  
                  
                  
                  544,634Lawndale, CA
                  
                  
                  14,813
                  
                  
                  
                  324,024Marquette, MI
                  
                  
                  248,256
                  
                  
                  
                  1,239,111
                  
                  
                  
                  6
                  
                  
                  
                  175,116
                  
                  
                  
                  12,646
                  
                  
                  
                  8
                  
                  
                  $
                  254,374
                  
                  
                  
                  65,486Maryville, MO
                  
                  
                  35,179
                  
                  
                  
                  124,264
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2
                  
                  
                  
                  82,064
                  
                  
                  
                  27,104North Augusta, SC
                  
                  
                  109,134
                  
                  
                  
                  378,200O' Fallon, MO
                  
                  
                  91,061
                  
                  
                  
                  344,354
                  
                  
                  
                  1
                  
                  
                  
                  279,415
                  
                  
                  
                  83,061
                  
                  
                  
                  1
                  
                  
                  
                  34,939
                  
                  
                  
                  3,000Oak Lawn, IL
                  
                  
                  159,233
                  
                  
                  
                  1,116,834Philadelphia, PA
                  
                  
                  128,006
                  
                  
                  
                  558,250Painesville, OH
                  
                  
                  10,125
                  
                  
                  
                  188,777Rockville, MD
                  
                  
                  10,880
                  
                  
                  
                  521,718San Jose, CA
                  
                  
                  249,832
                  
                  
                  
                  2,979,459Seven Hills, OH
                  
                  
                  121,677
                  
                  
                  
                  318,595Taylorville, IL
                  
                  
                  43,127
                  
                  
                  
                  242,719
                  
                  
                  
                  1
                  
                  
                  
                  14,400
                  
                  
                  
                  2,100
                  
                  
                  
                  2
                  
                  
                  
                  27,000
                  
                  
                  
                  3,000Urbana, IL
                  
                  
                  55,531
                  
                  
                  
                  65,913
                  
                  
                  
                  1
                  
                  
                  
                  11,813
                  
                  
                  
                  1,750
                  
                  
                  
                  1
                  
                  
                  
                  8,100
                  
                  
                  
                  1,050Waverly, OH
                  
                  
                  8,834
                  
                  
                  
                  77,006
                  
                  
                  
                  1
                  
                  
                  
                  17,200
                  
                  
                  
                  2,000Totals
                  
                  
                  2,097,608
                  
                  
                  $
                  12,442,868
                  
                  
                  
                  14
                  
                  
                  $
                  1,099,210
                  
                  
                  
                  318,912
                  
                  
                  
                  14
                  
                  
                  $
                  406,477
                  
                  
                  
                  99,640Annual % to Total
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  8.8
                  %
                  
                  
                  15.2
                  %
                  
                  
                  
                  
                  
                  
                  3.3
                  %
                  
                  
                  4.8
                  %Cumulative %
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  8.8
                  %
                  
                  
                  15.2
                  %
                  
                  
                  
                  
                  
                  
                  12.1
                  %
                  
                  
                  20.0
                  %







(a)  Gross
Leasable Area.


(b)  Based
on leases in effect as of December 31, 2009.


10


Schedule
2, Continued




Tenant Lease
Expirations





2012
                  
                  
                  2013TotalProperty
                  
                  Total
                  
                  
                  Minimum
                  
                  
                  # of
                  
                  
                  Minimum
                  
                  
                  
                  
                  
                  # of
                  
                  
                  MinimumLocation
                  
                  GLA (a)
                  
                  
                  Rent(b)
                  
                  
                  Tenants
                  
                  
                  Rent
                  
                  
                  GLA (a)
                  
                  
                  Tenants
                  
                  
                  Rent
                  
                  
                  GLA (a)Cottage Grove, MN
                  
                  
                  114,609
                  
                  
                  $
                  848,685
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1
                  
                  
                  $
                  37,899
                  
                  
                  
                  6,075Dunmore, PA
                  
                  
                  26,475
                  
                  
                  
                  78,696East Haven, CT
                  
                  
                  52,852
                  
                  
                  
                  297,450
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1
                  
                  
                  
                  147,925
                  
                  
                  
                  9,700Federal Way, WA
                  
                  
                  37,560
                  
                  
                  
                  45,000
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1
                  
                  
                  
                  45,000
                  
                  
                  
                  37,560Grand Rapids, MI
                  
                  
                  10,880
                  
                  
                  
                  378,071Huntsville, AL
                  
                  
                  104,000
                  
                  
                  
                  244,400Independence, MO
                  
                  
                  134,634
                  
                  
                  
                  367,482
                  
                  
                  
                  2
                  
                  
                  $
                  22,848
                  
                  
                  
                  3,000
                  
                  
                  
                  1
                  
                  
                  
                  36,000
                  
                  
                  
                  9,840Kalamazoo, MI
                  
                  
                  120,958
                  
                  
                  
                  299,326Lake Mary, FL
                  
                  
                  107,400
                  
                  
                  
                  859,200Lawnside, NJ
                  
                  
                  102,552
                  
                  
                  
                  544,634Lawndale, CA
                  
                  
                  14,813
                  
                  
                  
                  324,024Marquette, MI
                  
                  
                  248,256
                  
                  
                  
                  1,239,111
                  
                  
                  
                  8
                  
                  
                  
                  310,373
                  
                  
                  
                  44,253
                  
                  
                  
                  1
                  
                  
                  
                  53,960
                  
                  
                  
                  2,840Maryville, MO
                  
                  
                  35,179
                  
                  
                  
                  124,264
                  
                  
                  
                  1
                  
                  
                  
                  12
                  
                  
                  
                  2,450
                  
                  
                  
                  1
                  
                  
                  
                  42,188
                  
                  
                  
                  5,625North Augusta, SC
                  
                  
                  109,134
                  
                  
                  
                  378,200O' Fallon, MO
                  
                  
                  91,061
                  
                  
                  
                  344,354Oak Lawn, IL
                  
                  
                  159,233
                  
                  
                  
                  1,116,834Philadelphia, PA
                  
                  
                  128,006
                  
                  
                  
                  558,250
                  
                  
                  
                  1
                  
                  
                  
                  338,500
                  
                  
                  
                  91,033Painesville, OH
                  
                  
                  10,125
                  
                  
                  
                  188,777Rockville, MD
                  
                  
                  10,880
                  
                  
                  
                  521,718San Jose, CA
                  
                  
                  249,832
                  
                  
                  
                  2,979,459
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1
                  
                  
                  
                  3,347,503
                  
                  
                  
                  249,832Seven Hills, OH
                  
                  
                  121,677
                  
                  
                  
                  318,595
                  
                  
                  
                  1
                  
                  
                  
                  318,595
                  
                  
                  
                  121,677Taylorville, IL
                  
                  
                  43,127
                  
                  
                  
                  242,719
                  
                  
                  
                  1
                  
                  
                  
                  81,319
                  
                  
                  
                  10,069Urbana, IL
                  
                  
                  55,531
                  
                  
                  
                  65,913
                  
                  
                  
                  2
                  
                  
                  
                  46,000
                  
                  
                  
                  7,664Waverly, OH
                  
                  
                  8,834
                  
                  
                  
                  77,006Totals
                  
                  
                  2,097,608
                  
                  
                  $
                  12,442,868
                  
                  
                  
                  16
                  
                  
                  $
                  1,117,647
                  
                  
                  
                  280,146
                  
                  
                  
                  7
                  
                  
                  $
                  3,710,475
                  
                  
                  
                  321,472Annual % to Total
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  9.0
                  %
                  
                  
                  13.4
                  %
                  
                  
                  
                  
                  
                  
                  29.8
                  %
                  
                  
                  15.3
                  %Cumulative %
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  21.1
                  %
                  
                  
                  33.4
                  %
                  
                  
                  
                  
                  
                  
                  50.9
                  %
                  
                  
                  48.7
                  %







(a)  Gross
Leasable Area.


(b)  Based
on leases in effect as of December 31, 2009.




11


Schedule
3





Third
Party Underlying Obligations





PrincipalProperty
                        
                        
                        
                        Mortgage
                        
                        Interest
                        
                        
                        Balance atLocation
                        
                        Mortgagee(s)
                        
                        Type
                        
                        Rate
                        
                        
                        12/31/09Cottage Grove, MN
                        
                        IDS Life Insurance
                        
                        1st
                        
                        
                        5.55
                        %
                        
                        
                        3,874,182Dunmore, PA
                        
                        NONEEast Haven, CT
                        
                        NONEFederal Way, WA
                        
                        NONEGrand Rapids, MI
                        
                        Wells Fargo Bank Northwest, N.A.
                        
                        1st
                        
                        
                        7.77
                        %
                        
                        
                        2,175,352Huntsville, AL
                        
                        NONEIndependence, MO
                        
                        NONEKalamazoo, MI
                        
                        NONELake Mary, FL
                        
                        Citigroup Capital Markets Group
                        
                        1st
                        
                        
                        5.67
                        %
                        
                        
                        5,803,297Lawndale, CA
                        
                        Wells Fargo Bank Northwest, N.A.
                        
                        1st
                        
                        
                        6.04
                        %
                        
                        
                        3,658,138Lawnside, NJ
                        
                        Wachovia Securities
                        
                        1st
                        
                        
                        8.71
                        %
                        
                        
                        3,891,566Marquette, MI
                        
                        Associated Commercial Bank
                        
                        1st
                        
                        
                        6.33
                        %
                        
                        
                        4,866,677Maryville, MO
                        
                        NONENorth Augusta, SC
                        
                        NONEO' Fallon, MO
                        
                        NONEOak Lawn, IL
                        
                        NONEPainesville, OH
                        
                        Credit Suisse First Boston
                        
                        1st
                        
                        
                        6.48
                        %
                        
                        
                        1,323,427Philadelphia, PA
                        
                        Kin Properties
                        
                        1st
                        
                        
                        9.25
                        %
                        
                        
                        182,811Rockville, MD (a)
                        
                        Wells Fargo Bank Northwest, N.A.
                        
                        1st
                        
                        
                        7.77
                        %
                        
                        
                        3,003,514San Jose, CA (b)
                        
                        Lehman Ali Inc.
                        
                        1st
                        
                        
                        12.50
                        %
                        
                        
                        21,854,925Seven Hills, OH
                        
                        B & K Properties
                        
                        1st
                        
                        
                        9.75
                        %
                        
                        
                        701,607Taylorville, IL
                        
                        NONEUrbana, IL
                        
                        NONEWaverly, OH
                        
                        NONE







(a)  NPAMLP
owns an 82% interest in the property.  Loan balance reflects NPAMLP’s
percentage ownership.


(b)  NPAMLP
owns a 23.9% tenant-in-common interest in this property. Loan balance reflects
NPAMLP’s percentage ownership.


12


Schedule
3, Continued





Third
Party Underlying Obligations





OwnershipAnnual
                            
                            InterestProperty
                            
                            
                            
                            Mortgage
                            
                            Debt
                            
                            Fee/Location
                            
                            Mortgagee(s)
                            
                            Type
                            
                            Service
                            
                            LeaseholdCottage Grove, MN
                            
                            IDS Life Insurance
                            
                            1st
                            
                            
                            364,697
                            
                            FeeDunmore, PA
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdEast Haven, Ct
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeFederal Way, WA
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeGrand Rapids, MI
                            
                            Wells Fargo Bank Northwest, N.A.
                            
                            1st
                            
                            
                            378,071
                            
                            FeeHuntsville, AL
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdIndependence, MO
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeKalamazoo, MI
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdLake Mary, FL
                            
                            Citigroup Capital Markets Group
                            
                            1st
                            
                            
                            416,520
                            
                            FeeLawndale, CA
                            
                            Wells Fargo Bank Northwest, N.A.
                            
                            1st
                            
                            
                            324,000
                            
                            LeaseholdLawnside, NJ
                            
                            Wachovia Securities
                            
                            1st
                            
                            
                            543,005
                            
                            FeeMarquette, MI
                            
                            Associated Commercial Bank
                            
                            1st
                            
                            
                            402,318
                            
                            LeaseholdMaryville, MO
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdNorth Augusta, SC
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdO' Fallon, MO
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeOak Lawn, IL
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            LeaseholdPainesville, OH
                            
                            Credit Suisse First Boston
                            
                            1st
                            
                            
                            188,777
                            
                            FeePhiladelphia, PA
                            
                            Kin Properties
                            
                            1st
                            
                            
                            395,220
                            
                            LeaseholdRockville, MD (a)
                            
                            Wells Fargo Bank Northwest, N.A.
                            
                            1st
                            
                            
                            521,718
                            
                            FeeSan Jose, CA (b)
                            
                            Lehman Ali Inc.
                            
                            1st
                            
                            
                            2,964,532
                            
                            FeeSeven Hills, OH
                            
                            B & K Properties
                            
                            1st
                            
                            
                            263,917
                            
                            LeaseholdTaylorville, IL
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeUrbana, IL
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            FeeWaverly, OH
                            
                            NONE
                            
                            
                            
                            
                            
                            
                            Fee





(a)  NPAMLP
owns an 82% interest in the property.  Loan balance and annual debt
service reflect NPAMLP’s percentage ownership.


(b)  NPAMLP
owns a 23.9% Tenant in Common interest in this property. Loan balance and annual
debt service reflect NPAMLP’s percentage ownership.


13


Item
3.    Legal
Proceedings





NPAMLP is involved in
various claims and legal actions arising in the ordinary course of property
operations.  In the opinion of the General Partners, the ultimate
disposition of these matters will not have a material adverse effect on NPAMLP's
financial position, results of operations or liquidity.





Item
4.    Submission of Matters to a
Vote of Security Holders





Not
Applicable.


14


PART
II





Item
      5.
            Market For
      Registrant's Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity
  Securities





I.    No Trading
Market





There is no trading market for the
Units in NPAMLP.  NPAMLP Units are not transferable except by will,
inheritance or operation of law.  To date no transfers other than
those by will, inheritance and operation of law have been
permitted.





In addition, the Partnership Agreement
places additional restrictions on the transferability of the
Units.  The Limited Partners of NPAMLP are prohibited from selling
their Units unless such sale is at the Managing General Partner's direction, is
accomplished in a single transaction involving all Limited Partners' interests
to a single purchaser, and is accomplished simultaneously with the sale of the
Equity General Partner's interest in NPAMLP.





As of December 31, 2009, there were
97,752 Units outstanding held by approximately 2,600 Limited
Partners.





II.   Distributions of Cash Flow
From Operations





NPAMLP may make annual distributions to
its partners in an aggregate amount equal to its Cash Flow from
Operations.  NPAMLP has not made any distributions of Cash Flow from
Operations to its partners since its organization.  It is not
anticipated that NPAMLP will be in a position to distribute Cash Flow from
Operations to its partners in the foreseeable future.





NPAMLP may not reinvest Cash Flow from
Operations in additional real estate investments.





III.  Proceeds of Sales
Distributions





The Proceeds of Sales of the Properties
may not be reinvested in additional real properties, except as permitted with
respect to transactions that are non-taxable in whole or in substantial part
under Section 1031 or 1033 of the Internal Revenue Code.  The Proceeds
of Sales of the Properties, after payment of related expenses and indebtedness
and provision for reasonable reserves, will be available for NPAMLP purposes,
including paying Debt Service or providing for Capital Improvements with respect
to other Properties owned by NPAMLP.  After making the payments
required by the Restructuring Agreement with respect to the Wrap Mortgages, all
proceeds not utilized for NPAMLP purposes will be distributed to the partners of
NPAMLP.





The Restructuring Agreement provides
for a sharing of cash from the Proceeds of Sales of the Properties after
repayment of the Third Party Underlying Obligations once the net Proceeds of
Sale of the Properties exceed the Threshold Amount.  Additionally, the
Limited Partners of NPAMLP receive 40% of the Cash Flow from Operations, if any,
in excess of Debt Service and any Capital Improvements and Reserves as
considered necessary.  The remaining cash flow, if any, is applied to
the Wrap Mortgages in payment of accrued interest and then
principal.





NPAMLP has not made any Proceeds of
Sales Distributions to its partners since its organization.  It is not
anticipated that NPAMLP will be in a position to distribute Proceeds of Sales to
its partners in the foreseeable future.





IV.  Certain Income Tax
Considerations





A.
            Recognition of
      Gain





It is anticipated that future
forgiveness of Wrap Mortgages, if any, and the potential of selling Properties,
which are owned by Unaudited Partnerships, and applying sales proceeds to make
payments on the Wrap Mortgages may require the Limited Partners to report
substantial taxable income when the Properties are sold without the
corresponding receipt of any cash proceeds therefrom (unless and until the
Threshold Amount has been exceeded).





Limited Partners are allocated their
share of NPAMLP's taxable income and gain even if they receive no cash
distributions from NPAMLP with which to pay any resulting tax liability, and
will be allocated their share of NPAMLP's tax losses, including depreciation
deductions.  It is anticipated that NPAMLP will generate gradually
increasing amounts (which will ultimately be substantial) of taxable income,
inasmuch as interest expense and depreciation expense are gradually decreasing
each year.


15




As and when the Properties
are sold or otherwise disposed of (and whether or not any cash is distributed to
Limited Partners in respect of such sales), all taxable income will be allocated
among those Limited Partners who were partners in the Partnership which owned
the Property prior to the Consolidation up to the amount by which the fair
market value of such Properties exceeded their adjusted basis at the time of
contribution to NPAMLP (gain in excess of such amounts will be allocated ratably
among all Limited Partners).  This rule does not apply to tax-deferred
exchanges except to the extent of cash or “other property”
received.


B.  Treatment of Distributions
by NPAMLP





Cash distributions made to a Limited
Partner are not, per se, taxable; rather, they represent a return of capital up
to the amount of his adjusted basis in his interest in NPAMLP.  A
return of capital generally does not result in any recognition of gain or loss
for federal income tax purposes, but reduces the recipient's adjusted basis in
his investment.  Certain partners whose returns were audited and
adjusted (in connection with their investment in NPA sponsored limited
partnerships) may have signed a closing agreement with the Internal Revenue
Service (“IRS”); pursuant to the terms of such closing agreement, their tax
treatment may vary from the foregoing; such partners are urged to consult with
their own tax advisors with respect to this issue.





Distributions, if any, in excess of a
Limited Partner's adjusted basis in his NPAMLP interest immediately prior
thereto will result in the recognition of gain to that extent.  Unless
NPAMLP is treated for tax purposes as a “dealer” in real property, such gain
generally should be capital gain.





C.  Operating Income (Loss) of
NPAMLP





Each Limited Partner will receive an
annual Schedule K-1 (U.S. Form 1065) to indicate his share of NPAMLP's taxable
income or loss for each tax year.  Such income or loss, rather than
the distributions described in Part B above, is reportable by the Limited
Partner.  Since any loss generated by NPAMLP is, with respect to
Limited Partners, a passive loss, the deductibility of such loss is governed by
Section 469 of the Internal Revenue Code of 1986, and may be limited
thereby.





Certain Partnerships were audited by
the IRS (the “Audited Partnerships”) and the partners thereof executed an
agreement relating to their past and future federal tax liability (the “Closing
Agreement”).  The foregoing paragraph applies to those investors who
have not signed a Closing Agreement with IRS with respect to their Units. As to
those Limited Partners who have signed such a Closing Agreement, the appropriate
tax treatment may differ from the foregoing and is governed by the Closing
Agreement.





V. Other





NPAMLP did not purchase any of its
units that are registered pursuant to Section 12 of the Exchange
Act.





Item
6.    Selected Financial
Data





Not applicable





Item
7.    Management's Discussion and
Analysis of Financial Condition and Results of
Operations





The following discussion should be read
in conjunction with NPAMLP's combined financial statements and notes thereto
appearing elsewhere in this Report.





I.  Liquidity and Capital
Resources





A.  General





As previously noted, the Properties
owned by NPAMLP are encumbered by the Wrap Mortgages.  As a result of
the Restructuring, the Debt Service on the Wrap Mortgages was adjusted to be the
same as the 1990 debt service required on the Third Party Underlying
Obligations.  NPAMLP's ability to meet its obligations on the Wrap
Mortgages is dependent on the Properties generating sufficient cash flow to meet
the Debt Service.





B.  Third Party Debt
Service





As of December 31, 2009, the Third
Party Underlying Obligations were current for all the Properties.  See
“Item 7. Management’s Discussion and Analysis of Financial Condition - II
Critical Accounting Policies.”


16


C.  Working
Capital





As of December 31, 2009, NPAMLP has
working capital of approximately $3,156,000 excluding amounts due to the
Managing General Partner and the Pension Groups of $2,382,000 and $3,292,000,
respectively. In 2009, NPAMLP’s operations resulted in a $485,000 reduction
in cash. This reduction was primarily due to a $237,000 settlement with a ground
lessor for participation due in prior years on certain leases.  In
addition, additional vacancy at the property in Kalamazoo, Michigan contributed
to the reduction in cash. NPAMLP's property operating budget for 2010,
excluding capital expenditures, audit fees and certain insurance costs, projects
negative cash flow of approximately $391,000. The budgeted negative cash flow is
primarily the result of recent tenant vacancy at two properties, including the
Anchor Tenancy vacancy discussed above in Item I, Anchor Tenants. Management is
endeavoring to lease the vacant space, however the current economic environment
will, in all probability, lengthen the time to do so. Management believes
however that NPAMLP has sufficient working capital to meet its operating
needs.





To date, NPAMLP has replenished its
working capital reserves through the sale of Properties.  This has
occurred when holders of the Second Mortgage and Wrap Mortgage have released
their liens on Properties which have been sold, notwithstanding that pursuant to
the terms of the Restructuring Agreement the proceeds were payable to the
holders of the Second Mortgage and the Wrap Mortgage.  They have
agreed in certain instances to release their liens and provide proceeds from the
sale to NPAMLP because their mortgages are cross-collateralized against all of
the Properties and because the proceeds from the sale of such Properties have
been utilized for the remaining Properties.  Although the Second
Mortgage lenders are not obligated to subordinate or release their mortgages,
their continued cooperation in this regard currently is expected by management,
although there can be no assurance that such Second Mortgage lenders will not
change their behavior in the future.  Pursuant to the 2003 Agreement
(See “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations - V. Indebtedness Secured by the Properties - D. Future
Interest Agreement”), the holders of the Wrap Mortgages are obligated to release
their mortgages in the event of a sale of Property. As of December 31, 2009, the
Managing General Partner has advanced approximately $2,382,000to NPAMLP but may
require the repayment of the advances for its own operational
needs.





D.  Loan
Obligations




Although all the Third Party Underlying
Obligations on which balloon payments have become due to date have ultimately
been refinanced, there can be no assurance that loan extensions will be
successfully negotiated with the lenders holding the Third Party Underlying
Obligations on these Properties. In the event that NPAMLP is not able to obtain
refinancing commitments from alternative lenders or loan extensions from the
lenders holding the existing Third Party Underlying Obligations, the properties
could be lost to foreclosure. For the year ended December 31, 2010, there are no
balloon payments due on the Third Party Underlying Mortgage Obligations. See
“Item 2. Properties.”




E.  Capital
Requirements





The average age of the Properties owned
by NPAMLP is in excess of 20 years.  Due to the age of the Properties,
there is a continuing need for capital expenditures in order to properly
maintain the Properties.  At December 31, 2009, there were no capital
commitments for repairs to the Properties. During 2009, NPAMLP had an
outstanding line of credit with E&H Properties of Delaware, Inc., an
affiliate of NPA (“EHD”), under which EHD would advance up to $2.5 million to
NPAMLP for purposes of making Capital and Tenant Improvements (the “NPAMLP
Line”). Pursuant to the NPAMLP Line, the obligation of EHD to make advances to
NPAMLP is at all times in the sole and absolute discretion of EHD. At December
31, 2009, availability under the EHD Firstrust Line permitted EHD to borrow up
to $1,394,000 which it can loan to NPAMLP.




Amounts advanced pursuant to the NPAMLP
Line bear interest at the Prime Rate as published in the Wall Street Journal’s
“Money Rates” section (3.25% at December 31, 2009).





In 1999, EHD secured a line of credit
with Firstrust Bank of Conshohocken, PA (“Firstrust Bank”), which will enable
EHD to fund the NPAMLP Line in order to finance Capital and Tenant Improvements
(the “EHD Firstrust Line”).  At December 31, 2009 there is $4,298,000
due under the EHD Firstrust Line. Pursuant to the promissory note executed with
respect to the EHD Firstrust Line (the “Firstrust Note”), the amounts advanced
pursuant to the Firstrust Note bear interest at the Prime Rate as published in
the Wall Street Journal’s “Money Rates” section (the “EHD Firstrust Borrowing
Rate”).  The EHD Firstrust Borrowing Rate at December 31, 2009 is
3.25%.





The
Firstrust Note is secured by an assignment of certain Wrap Notes and Second
Mortgages and certain Guaranty and Suretyship Agreements executed by EBL&S
Property Management, Inc. and Edward B. Lipkin.  Additionally, the
Firstrust Note contains a confession of judgment against EHD and the Guaranty
and Suretyship Agreements contain a confession of judgment against EBL&S
Property Management,
Inc. and Edward B. Lipkin. At December 31, 2009, $194,000 has been advanced and
$126,000 in accrued interest was due under the NPAMLP Line.


17


F.  Tenant
Improvements





The current retail rental market is
such that proposed tenants for vacant space and those tenants whose leases are
scheduled for renewal are aware of the pressure landlords are under to obtain
and keep tenants and in certain instances are able to negotiate lease terms at
reduced rental rates.  Many of these tenants insist on substantial
tenant improvement contributions from landlords.  In the event that
the tenants pay for their own improvements, they may pay a correspondingly lower
rental rate than they would otherwise pay or are allowed rental abatements
during the term of their leases.  For the year ending December 31,
2009, there were no rental abatements.





II.  Critical Accounting
Policies





NPAMLP uses estimates and assumptions
that can have a significant effect on the amounts that are reported in its
financial statements.  Management believes the following are its most
significant accounting policies as they may require a higher degree of judgment
and estimation.





Rental
Properties:  Rental properties are stated at original
cost.  Depreciation on buildings and building improvements is
calculated on the straight-line method over their estimated useful lives of 30
years and 15 to 39 years, respectively. In accordance with FASB authoritative
guidance, rental properties are reviewed by management for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.  Recoverability of rental properties is
measured by comparison of the carrying amount of the properties to future net
cash flows expected to be generated by the properties or to an appraised amount.
The determination of future undiscounted cash flows requires significant
estimates by management, including the expected course of action at the balance
sheet date that would lead to such cash flows. Subsequent changes in estimated
undiscounted cash flows arising from changes in anticipated action to be taken
with respect to the property could impact the determination of whether an
impairment exists and whether the effects could materially impact NPAMLP’s net
income.  If any property is considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the
property exceeds its fair value.  Properties to be disposed are
reported at the lower of the carrying amount or the fair value less costs to
sell.





Rental income:  Rental
income is recognized on a straight-line basis over the terms of the respective
leases.  Unbilled rent receivable represents the amount by which the
straight-line rentals exceed the current rent collectible under the payment
terms of the lease agreements.  Percentage rent represents rental
income that the tenant pays based on a percentage of its sales, either as a
percentage of total sales or as a percentage of sales in excess of a threshold
amount. Percentage rent and tenant pass-through charges including common area
maintenance, real estate taxes and property insurance are recognized in income
when earned.





Discount on wraparound
mortgages:  The discount on wraparound mortgages represents the
difference between the present value of mortgage payments at the stated interest
rate of 4.1% and the imputed rate of 12%.  NPAMLP adjusts the discount
on wraparound mortgages for changes in the projected cash flows.  The
resultant increase or decrease in the discount is recorded as interest expense
in the year of the adjustment. The discount is amortized using the interest
method over the terms of the mortgages and is recorded as interest
expense.  In accordance with the FASB authoritative guidance, NPAMLP
accounts for the unamortized discount on wraparound mortgages related to
wraparound mortgages that have been extinguished as losses or gains in the
period of extinguishment.





Fair value of Financial
Instruments:  The FASB’s authoritative guidance requires disclosure of
the fair value of certain financial instruments.  Cash, investment
securities, tenant accounts receivable, accounts payable and other liabilities
as reflected in the combined financial statements of NPAMLP approximate fair
value because of the short-term maturity of these instruments. In accordance
with this guidance, NPAMLP has determined the estimated fair value of its
wraparound mortgages based on discounted future cash flows at a current market
rate.





III. Factors That May
Influence Future Results of Operations





A. Real Estate
Valuation





General economic conditions and the
resulting impact on market conditions or a downturn in tenants’ businesses may
adversely affect the value of NPAMLP’s assets. Periods of economic slowdown or
recession in the U.S., a decrease in market rental rates and/or market values of
real estate assets, could have a negative impact on the value of NPAMLP
properties and related tenant improvements.  If NPAMLP was required
under Generally Accepted Accounting Pronouncements to write down the carrying
value of any properties to the lower of cost or market due to impairment, or if
as a result of an early lease termination we were required to remove and dispose
of material amounts of tenant improvements that are not reusable to another
tenant, NPAMLP’s results of operations would be negatively
affected.


18


B. Leasing Activity and Rental
Rates





During
the next twelve months 14 leases representing 8.8% of the net leasable square
footage of all NPAMLP properties, are scheduled to expire. The amount of net
rental income generated by NPAMLP properties depends principally on the ability
to maintain the occupancy rates of currently leased space and to lease currently
available space, and space available from unscheduled lease terminations. The
amount of rental income generated also depends on the ability to maintain or
increase rental rates at the properties. Negative trends in one or more of these
factors could adversely affect rental income in future periods.





In September 2009, the anchor tenant at
the property in Kalamazoo, Michigan elected not to exercise a five year option
to extend its lease, and accordingly the anchor tenant space will become vacant
effective March 1, 2010.  Although there is no third party underlying
indebtedness on the property, if NPAMLP is unable to find a new tenant NPAMLP
may be unable to meet its obligations under the ground lease and the property
may be lost due to a termination of the ground lease.





C. Tenant Credit
Risk





In the event of a tenant default,
NPAMLP may experience delays in enforcing its rights as a landlord and may incur
substantial costs in protecting its investment. NPAMLP management regularly
evaluates its accounts receivable reserve policy in light of its tenant base and
general and local economic conditions. If economic conditions persist or
deteriorate further, NPAMLP may experience increases in past due accounts,
defaults, lower occupancy and reduced effective rents. This condition would
negatively affect NPAMLP’s future net income and cash flows and could have a
material adverse effect on NPAMLP’s financial condition





IV. Results of
Operations





A.  Property Dispositions and
Acquisitions During Fiscal 2008





NPAMLP owned 24 properties at December
31, 2009 and December 31, 2008.  There were no property dispositions
in 2009. See “Item 1. Business - II. NPAMLP Objectives and Policies - B.
Competition for Tenants - Anchor Tenants.”





In January 2008, NPAMLP sold the
property in Yazoo City, Mississippi. As a result of this transaction, NPAMLP
recognized a net gain on sale in the amount of $1,515,000. The sale generated
$2,072,000 in net proceeds (excluding a 7% promissory note of $300,000 due in
2013. This note was paid off in full in March 2009), of which $2,000,000 were
remitted to NPAEP and applied as a principal reduction on the balance of the
wraparound mortgage. The principal balance of the wraparound mortgage on the
Yazoo City property, in the amount of $1,019,000, remains a liability of NPAMLP.
In March 2008, NPAMLP sold the remaining property in Wheelersburg, Ohio that was
not sold in December 2007. As a result of this transaction, NPAMLP recognized a
net loss on sale of $41,000. The net proceeds from this transaction in the
amount of $27,000 were retained by NPAMLP. The principal balance of the
wraparound mortgage on the Wheelersburg property, in the amount of $1,094,000,
remains a liability of NPAMLP.


19


B.  Full Fiscal
Years





Over the two year period ended December
31, 2009, NPAMLP disposed of 2 Properties and did not acquire any
properties.  The numbers of Properties acquired and disposed of by
year are as follows:





2009
                  
                  
                  2008Beginning
      of year
                  
                  
                  24
                  
                  
                  
                  26Properties
      acquired
                  
                  
                  0
                  
                  
                  
                  0Properties
      disposed
                  
                  
                  0
                  
                  
                  
                  (2
                  )End
      of year
                  
                  
                  24
                  
                  
                  
                  24





The disposition of Properties resulted
in “Gain on disposition of properties, net, as reflected in the financial
statements. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – II. Critical Accounting
Policies”.





The following table reflects the
operating results (in thousands) for NPAMLP for the years ended December 31,
2009 and December 31, 2008, excluding the operating results for the 2 properties
that were disposed of during the two year period.  The table is
presented in order to facilitate an understanding of the operating results and
trends of NPAMLP.





(in Thousands)2009
                  
                  
                  2008Income:Rental
      income
                  
                  $
                  13,042
                  
                  
                  $
                  12,816Other
      charges to tenants
                  
                  
                  3,242
                  
                  
                  
                  3,283Interest
      income
                  
                  
                  236
                  
                  
                  
                  137Total
      income
                  
                  
                  16,520
                  
                  
                  
                  16,236Operating
      expenses:Interest
      expense
                  
                  
                  12,313
                  
                  
                  
                  11,466Other
      operating expenses
                  
                  
                  6,863
                  
                  
                  
                  6,843Depreciation
      and amortization
                  
                  
                  4,104
                  
                  
                  
                  4,108Total
      operating expense
                  
                  
                  23,280
                  
                  
                  
                  22,417Operating
      loss
                  
                  $
                  (6,760
                  )
                  
                  $
                  (6,181
                  )





The increase in rental income and other
charges in 2009 is primarily due to a increase in recognized revenue as a result
of scheduled rent increases from the Anchor Tenants at the Oak Lawn, Illinois
and San Jose, California properties. This was partially offset by local tenant
vacancies at the Kalamazoo, Michigan property.





The increase in Interest expense is due
to primarily due to a reduction in interest expense in 2008. NPAMLP adjusts the
discount on wraparound mortgages for changes in the projected cash
flows.  In 2008, the resultant increase in the discount resulted in a
reduction to interest expense in that year. (see “II. Critical Accounting
Policies”).





V.  TabularDisclosureofContractualObligations





Not
applicable





VI.   Indebtedness Secured by the
Properties





The Properties are subject to certain
indebtedness that was incurred in connection with the acquisition of the
Properties by the Partnerships.  As of December 31, 2009, the
aggregate indebtedness of NPAMLP pursuant to the Wrap Mortgages was
approximately $157 million, of which approximately $51 million constituted
indebtedness under the Third Party Underlying Obligations and $8 million
constituted indebtedness under the Second Mortgages.  As of December
31, 2009, the aggregate historical cost of the Properties securing the
indebtedness of NPAMLP mortgages was approximately $137 million.  The
original acquisition of the Properties by the Partnerships was typically
structured as set forth below.


20


Typically, NPA acquired a Property from
an unaffiliated seller.  NPA thereafter sold the Property to a Pension
Group.  The Partnership acquired the Property from the Pension
Group.In both the original acquisition and the purchase by the Pension Group,
the purchasers (i.e., NPA and the Pension Group) took the Properties subject to
existing mortgages in favor of the sellers or unaffiliated third
parties.  Consequently, as a general matter, at the time it was
acquired by the Partnership, each Property was subject to a Third Party
Underlying Obligation and a Second Mortgage.





The Partnerships typically paid the
purchase price for the Properties in part by delivering to the Pension Group a
Wrap Mortgage.  The Wrap Mortgage represented a lien on the Property
subordinate to the Third Party Underlying Obligation and the Second
Mortgage.  Neither the Third Party Underlying Obligation nor the
Second Mortgage represented direct financial obligations of the
Partnership.  Rather, the Wrap Mortgage required the Pension Group to
use the payments made thereunder to make the required payments under the Third
Party Underlying Obligation and the Second Mortgage.  The Third Party
Underlying Obligation and the Second Mortgage continued, however, as liens
against the Property.  The Wrap Mortgage obligated the Partnership to
comply with all the terms and conditions of the Third Party Underlying
Obligation and the Second Mortgage.





The Properties whose ownership was
combined in NPAMLP remain subject to the Third Party Underlying Obligations,
Second Mortgages and Wrap Mortgages incurred in connection with the acquisition
of the Properties.  However, the Wrap Mortgages and Second Mortgages
have been restructured pursuant to the Restructuring Agreement. See “ Section V.
C. The Wrap Mortgages” below





A.  Third Party Underlying
Obligations





Information relating to the Third Party
Underlying Obligations is included in Schedule 3, which appears under “Item 2.
Properties” above.





B.  The Second Mortgages and
Notes





Under the
terms of the Restructuring Agreement, no payments are currently due on the
Second Mortgages.  The outstanding principal balance of the Second
Mortgages as of December 31, 2009, was approximately $8 million.  The
Restructuring Agreement provides that this indebtedness will be paid from
proceeds realized from the sale of property subject to the sharing arrangement
established in the Restructuring Agreement.





C.  The Wrap
Mortgages





The Wrap Mortgages represent an
obligation of NPAMLP and a lien against the Properties in favor of the
NPAEP.  The lien is subordinate to the Third Party Underlying
Obligations and the Second Mortgages, if any.





The Restructuring Agreement amended and
restructured each Wrap Note to provide that each Wrap Note would consist of the
obligation to pay two principal balances, an interest-bearing principal balance
equal to the original principal indebtedness when the Wrap Note was first
executed and delivered by the Partnership less amounts of principal, if any,
paid prior to January 1, 1990, and an non-interest bearing principal balance
equal to the amount of interest accrued and unpaid under the Wrap Note prior to
January 1, 1990.  The Restructuring Agreement adjusted the interest
rate on the Wrap Notes in such a way that the interest bearing principal balance
earns interest at a rate elected by the Managing General Partner to assure that
there will be adequate interest paid over the life of the Wrap Note to comply
with applicable Internal Revenue Code requirements in order to prevent the
imputation of interest. At December 31, 2009, the interest rate on the Wrap
Mortgages was 4.1% (see “D. Future Interest Agreement”). The Wrap Notes mature
on December 31, 2013.





Each Wrap Note requires a minimum
annual payment from NPAMLP in an amount equal to the 1990 Debt Service payable
on the Third Party Underlying Obligations secured by the same Properties as the
Wrap Mortgages that secured such Wrap Note prior to the
Restructuring.  These minimum payments are applied first to past due
interest and principal payments under the Wrap Notes, if any, then to current
interest and principal payments due on the Wrap Notes, then against the
interest-bearing principal balances of the Wrap Notes, allocated among the Wrap
Notes as NPAEP elects, and finally to the non-interest-bearing principal
balances, allocated among the Wrap Notes as NPAEP elects.  The
Restructuring Agreement requires NPAMLP to make additional payments on the Wrap
Notes on April 10th of each year equal to sixty percent (60%) of the amounts by
which Cash Flow from Operations for the previous year exceeded the sum of the
minimum annual payment in such year plus the current payments due in such year
on any indebtedness incurred after January 1, 1990 for Capital Improvements to
any of the Properties.  The holder of the Wrap Notes applies the
minimum annual payments to pay the current payments due on the Third Party
Underlying Obligations.


21


The Restructuring Agreement provides
that all the Wrap Notes that were originally secured by Wrap Mortgages on the
Properties that NPAMLP acquired from partnerships audited by the Internal
Revenue Service will be secured by all of those Wrap Mortgages and will not be
secured by Wrap Mortgages on the Properties that NPAMLP acquired from the
Unaudited Partnerships.  All of the Wrap Notes that were originally
secured by Wrap Mortgages on the Properties that NPAMLP acquired from Unaudited
Partnerships are secured by all of those Wrap Mortgages and are not secured by
Wrap Mortgages on the Properties that NPAMLP acquired from partnerships audited
by the Internal Revenue Service.  The holder of the Wrap Mortgages
agreed in the Restructuring Agreement to release from the lien of the Wrap
Mortgages any Property sold by NPAMLP, upon payment to the holder of the Wrap
Mortgages, as a pre-payment of the Wrap Notes, an amount equal to all of the
Proceeds of Sales of the Properties not permitted by the Restructuring Agreement
to be retained by NPAMLP.





The Restructuring Agreement permits
NPAMLP to have the opportunity to retain, in certain circumstances, a portion of
the Excess Proceeds.  In accordance with the Restructuring Agreement
the Excess Proceeds derived from the Proceeds of Sales of the Properties are
applied as follows:  (a) 100% of the Excess Proceeds are applied in
payment of the Wrap Mortgages until the Threshold Amount has been paid; (b) the
next $70 million of Excess Proceeds are allocated 60% to the payment of the Wrap
Mortgage and 40% are retained by NPAMLP; (c) 100% of the next Excess Proceeds up
to an amount equal to the Investor Note Recovery or $25 million, whichever is
less, are retained by NPAMLP and distributed by NPAMLP to the Investor Note
Payors; (d) the next Excess Proceeds are allocated by 60% to the payment of the
Wrap Mortgages and 40% are retained by NPAMLP up to an amount equal to the
outstanding balances for the Wrap Mortgages on January 1, 1990 less the sum
of:  (i) the aggregate amount of the sums previously paid as Minimum
Payoff Amounts; (ii) the Investor Note Recovery, and (iii) $70 million; (e) 100%
of the next Excess Proceeds are applied in payment of the Wrap Mortgages in the
amount equal to (i) the amount necessary to pay in full the Wrap Mortgages on
Properties acquired from partnerships audited by the Internal Revenue Service,
in the case of Excess Proceeds generated by the sale of such a Property, and
(ii) the amount necessary to pay in full the Wrap Mortgages on Properties
acquired from Unaudited Partnerships, in the case of Excess Proceeds generated
by the sale of such a Property; and (f) 100% of any additional Excess Proceeds
are retained by NPAMLP.





The Restructuring Agreement provides
for indebtedness which may be incurred to finance Capital Improvements to the
Properties after January 1, 1990, and requires that in connection with any sale
of Property by NPAMLP, the loans for Capital Improvements to such Property must
either be paid in full or assumed by the purchaser of the Property before the
Wrap Mortgage on such Property will be released.





The Restructuring Agreement permits the
holders of the Wrap Mortgages to refinance or negotiate modifications to the
Third Party Underlying Obligations, so long as the aggregate amount of all Third
Party Underlying Obligations is not increased.  The fees and expenses
associated with any such refinancing or modification are required to be borne by
the holders of the Wrap Mortgages.





The Restructuring Agreement spreads the
lien securing each of the Second Mortgages to all of the Properties owned by
NPAMLP and all of theSecond
Mortgages have been “wrapped” or included within all of the Wrap
Mortgages.





D.  Future Interest
Agreement





In March 2003 NPAMLP, NPAEP and PVPG,
entered into an Agreement, effective as of January 1, 2003 (the “2003
Agreement”), in which NPAEP and PVPG agreed with NPAMLP to modify the terms of
Wrap Mortgages held by NPAEP and PVPG. The terms of the 2003 Agreement provided
that NPAEP and PVPG: (a) reduce to 4.1% per year the annual interest rate
payable on any NPAEP Wrap Note or PVPG Wrap Note that bears a stated annual
interest rate in excess of that amount; (b) remove certain of the properties
secured by the NPAEP and PVPG Wrap Mortgages from the burden of the
cross-default and cross-collateralization provisions currently contemplated by
the Restructuring Agreement effective as of January 1, 1990 by and among MLPG,
NPAMLP, National Property Analysts, Inc. and others; and (c) agree
to release the lien of the Wrap Mortgages from the Properties upon a sale of or
the agreement of a leasehold estate in any Property prior to the maturity of the
applicable Wrap Note.  In consideration for the above, NPAMLP will
modify the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages to provide that (i)
there is an event of default under the applicable NPAEP Wrap Mortgages or PVPG
Wrap Mortgages, as the case may be, if a judgment or other lien is entered
against the title or lease-holding entity thereby entitling NPAEP or PVPG, as
the case may be, to avail itself of the post-default rights or remedies under
the relevant security document; and (ii) for cross-default and
cross-collateralization among the Unaudited Partnerships and, separately, among
the Audited Partnerships.  In addition NPAMLP shall execute and
deliver to NPAEP or PVPG, as the case may be, a currently recordable deed of
future interest (or assignment of future leasehold interest) sufficient to
convey to NPAEP or PVPG, as the case may be, all of NPAMLP’s right, title,
interest and estate in and to its fee or leasehold interest in the encumbered
properties effective upon the maturity on December 31, 2013 of the NPAEP Wrap
Mortgages and the PVPG Wrap Mortgages unless the Wrap Mortgages have previously
been paid in full.


22


The Managing General Partner believes
that the execution and delivery of the 2003 Agreement will have the following
effects for NPAMLP: as a result of the reduction in the annual interest rate on
the NPAEP Wrap Notes and the PVPG Wrap Notes (i) NPAMLP expects to realize
significant reductions in interest that it otherwise would have been obligated
to pay during the period between January 1, 2003 and December 31, 2013 when
these loans mature and (ii) NPAMLP will be able to allocate a greater portion of
its available cash flow to principal repayments.  As a result of the
faster repayment of principal, the Limited Partners will recognize additional
taxable income (or smaller tax losses) in each year from 2003 until the maturity
of the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages.  In addition,
the anticipated date of dissolution of NPAMLP will now occur in 2013 rather than
2015.  Further, because the reduced interest rate is below the
Applicable Federal Rate (“AFR”) prescribed under Section 1274 of the Internal
Revenue Code of 1986, as amended, investors in Unaudited Partnerships recognized
non-recurring ordinary income (forgiveness of indebtedness) 2003.  The
tax impact of this recognition depended upon numerous factors related to each
investor’s particular tax situation, including his marginal tax rate and his
suspended passive losses from prior years.





Under the terms of the Restructuring
Agreement, all Wrap Mortgages owned by NPAEP or PVPG are due and payable in
substantial “balloon” amounts on December 31, 2013.  Assuming no sales
of Properties by NPAMLP in the interim period (2010 through 2013) the projected
balance due for all of the Wrap Mortgages at December 31, 2013 is expected to
approximate $109,000,000.  As described above, in return for the
reduction in interest rate and other consideration set forth above, including
the satisfaction of the Wrap Mortgages due on December 31, 2013, NPAMLP’s
general partner has agreed to deliver deeds of future interest and assignments
of leasehold interest, to be recorded currently, effective December 31, 2013, to
NPAEP and PVPG.  NPAMLP’s general partner has determined that it is in
the best interests of NPAMLP and its partners to do so.  The effect of
these deeds and assignments will be to facilitate a transfer of fee and
leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the
Wrap Mortgages have been previously paid in full).  Notwithstanding
the foregoing, NPAEP and PVPG have agreed in the 2003 Agreement to (a) release
the liens of the Wrap Mortgages and (b) deliver such deeds of future interest,
assignments of leasehold interests, or other documents or instruments as are
necessary to facilitate or effect such sales of the Properties prior to December
31, 2013 as the Managing General Partner shall otherwise deem
desirable.  The costs incurred arising from the recordation of any of
the documents described in the 2003 Agreement shall be borne by NPAEP or PVPG,
as the case may be.  The Managing General Partner believes that the
result of the forgoing actions taken pursuant to the 2003 Agreement will
preserve all rights of the Limited Partners under theRestructuring
Agreement, including their right to share in certain sales proceeds or cash
flows prior to maturity of the Wrap Mortgages.





Item 7(a). Quantitative and
Qualitative Disclosures About Market Risk





Not applicable.





Item
8.    Financial Statements and Supplementary
Data





The combined financial statements,
including the notes thereto and the report of the independent registered public
accounting firm, are included in Part IV, Item 15 of this Form
10-K.





Item
9.    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure





None.




Item 9A (T):
Controls  and Procedures





Management's
Report on Internal Control over Financial Reporting.  It is the
responsibility of the General Partner to establish and maintain adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. The
Managing General Partner’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financialstatements
for external purposes in accordance with accounting principles generally
accepted in the United States of America. Internal control over financial
reporting includes policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of NPAMLP; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of NPAMLP are being
made only in accordance with authorizations of management and directors of the
Managing General Partner; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorizedacquisition,
use or disposition of NPAMLP’s assets that could have a material effect on the
financial statements.


23


Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of the NPAMLP’s internal control over financial
reporting at December 31, 2009. Management based this assessment on criteria for
effective internal control over financial reporting described in “Internal
Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Management’s assessment included an
evaluation of the design of the NPAMLP’s internal control over financial
reporting and testing of the operational effectiveness of its internal control
over financial reporting. Management reviewed the results of its assessment with
the Managing General Partner.





Based on our assessment, management
determined that, at December 31, 2009, NPAMLP maintained effective internal
control over financial reporting and the preparation of financial statements for
external reporting purposes in accordance with generally accepted accounting
principles.There has been no change in internal controls over
financial reporting that occurred during the quarter ended December 31, 2009
that has materially affected, or is reasonably likely to materially affect,
NPAMLP's internal control over financial reporting.





This
annual report does not include an attestation report of NPAMLP's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by NPAMLP’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit NPAMLP to provide only management's report in this annual
report.





Item 9(B). Other
Information





None




24


PART
III





Item
10.    Directors and Executive
Officers and Corporate Governance





I.   Summary





EBL&S, Inc., a Delaware corporation
incorporated in December 1989, and an affiliate of NPA, is the Managing General
Partner of NPAMLP.  Feldman International, Inc., a Delaware
corporation incorporated in September 1998 is the Equity General Partner of
NPAMLP.  The Managing General Partner is owned 100% by E&H
Properties, Inc., a Pennsylvania corporation incorporated in July 1979, which is
owned 100% by Edward B. Lipkin.  The Equity General Partner is owned
100% by Robert McKinney.





The directors and executive officers of
the General Partners are as follows:





Edward B. Lipkin, age 64, serves as
Director of the Managing General Partner.  Mr. Lipkin has also been
President of NPA since it was organized in 1976.  Mr. Lipkin received
a Bachelor of Science degree in Finance from Temple University.  Mr.
Lipkin was a Trustee of the International Council of Shopping Centers, a leading
industry organization, from 1986 to 1992.





Robert McKinney, age 54, serves as
Director of the Equity General Partner.  Since 2003, Mr. McKinney has
been an employee of NPAEP, serving as tax manager. Previously, Mr. McKinney had
been employed by NPA since 1987 in the same capacity. Mr. McKinney, a certified
public accountant, received a Masters of Science in Taxation and Masters of
Business Administration in Finance from Villanova University and Temple
University, respectively.  Mr. McKinney received a Bachelor of Science
degree in Accounting from Villanova University.





Howard M. Levy, age 51, serves as Vice
President of the Managing General Partner.  Mr. Levy has been employed
by NPA since 1983 and is currently Vice President of Leasing.  Mr.
Levy received a Bachelor of Science degree in Accounting from the University of
Scranton and is a Certified Public Accountant.





David A. Simon, age 52, serves as Vice
President of the Managing General Partner.  Mr. Simon has been
employed by NPA since 1987 and is currently Chief Financial
Officer.  Mr. Simon received a Bachelor of Science degree in
Accounting & Finance from Lehigh University and is a Certified Public
Accountant.





II.  Code of
Ethics





In view of the fiduciary obligation
that the Managing General Partner has to NPAMLP, the Managing General Partner
believes an adoption of a formal code of ethics is unnecessary and would not
benefit NPAMLP, particularly, in light of NPAMLP’s limited business
activities.





III. Audit Committee Financial
Expert





The Managing General Partner does not
have an audit committee financial expert, as defined under Section 228.401,
serving on its audit committee because it has no audit committee, and is not
required to have an audit committee because it is not a listed security as
defined in Section 240.10A-3.





Item
11.    Executive
Compensation





I. General





Neither the General Partners nor the
officers of the General Partners receive compensation from
NPAMLP.  Certain administrative services related to tax and accounting
service, legal matters and to investor administration were performed by the
Managing General Partner on behalf of NPAMLP as provided in the Partnership
Agreement.  The amount payable to the Managing General Partner for
such services aggregated $191,000 and $177,000 for the years ended December 31,
2009 and 2008, respectively.  See “Item 13. Certain Relationships and
Related Transactions - I. Compensation and Fees and II. Property Management by
Affiliate.”





II.  Payments Discussion and
Analysis





NPAMLP has no compensation plan
as it pays no executive compensation and therefore the compensation discussion
and analysis is unnecessary.


25


Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters


NAME & ADDRESS OF
                        
                        AMOUNT AND NATURE OFTITLE OF CLASS
                        
                        BENEFICIAL OWNER
                        
                        BENEFICIAL OWNERSHIP
                        
                        % OF CLASSUnits
      of Limited
                        
                        Robert
      McKinney
                        
                        1,000
      Units
                        
                        1.0%Partnership
      Interest
                        
                        230
      S. Broad StreetMezzanine
      LevelPhiladelphia,
      PA 19102





Item
      13.
              Certain Relationships
      and Related Transactions, Director
  Independence





I.   Compensation and
Fees





The amounts and kinds of payments and
fees to be paid to the General Partners and its affiliates during the operation
of NPAMLP are summarized below. All expenses of NPAMLP are billed directly to
and paid by NPAMLP.  The Managing General Partner is reimbursed for
the actual cost of goods and materials used for or by NPAMLP and obtained from
entities that are not affiliates of the Managing General Partner. In addition,
the Managing General Partner is reimbursed for administrative services performed
for NPAMLP, provided that such services are necessary for the prudent operation
of NPAMLP and further provided that such reimbursement is at the lower of (i)
the Managing General Partner's actual cost or (ii) the cost of obtaining
comparable administrative services from independent parties in the same
geographic location.  Reimbursement to the Managing General Partner
for services for which it is entitled to compensation by way of a separate fee
is not allowed.  No reimbursement is made for rent, depreciation,
utilities, or capital equipment in the building in which NPAMLP maintains
offices and other overhead costs.





Entity Receiving Payments
            
            Type of Payments
            
            Estimated Amount of PaymentsOrganizational PhaseEquity
      General Partner
            
            
            
            1%
      general partners’ interest in NPAMLP.Operational PhaseEquity
      General Partner
            
            General
      Partners’ Share of Cash Flow from Operations.
            
            On
      an annual basis, 1% of cash flow from operations.  Actual
      amounts will depend upon future operations and are not now
      determinable.EBL&S
      Property Management, Inc.
            
            Property
      Management Fees
            
            Annual
      fee of 5% of gross operating revenues derived from the Properties. Actual
      amounts will depend upon future operations and are not now determinable.
      See “II. Property Management by Affiliate”, below.EBL&S
      Property Management, Inc.
            
            Leasing
      Fees
            
            For
      all obtained or renewed leases, an amount equal to the fees customarily
      charged in the geographic area of leased property.  Actual
      amounts will depend upon future operations and are not now determinable.
      See “II. Property Management by Affiliate”, below.Equity
      General Partner
            
            General
      Partners’ Share of Profits and Losses
            
            The
      Equity General Partner will be allocated 1% of the profits and losses from
      NPAMLP operations.Managing
      General Partner
            
            Reimbursement
      of Expenses
            
            Actual
      cost of goods and services utilized for or by NPAMLP, including certain
      administrative services performed by the Managing General
      Partner.Liquidation PhaseEquity
      General Partner
            
            General
      Partners’ share of Proceeds of Sales of the Properties.
            
            The
      Equity General Partner will be allocated 1% of the proceeds of the sale of
      the properties.E&H
      Properties
            
            Repayment
      of Indebtedness secured by Second Mortgages.
            
            Actual
      amounts will depend on the price of Properties and are not now
      determinable.




26


II.  Property Management by
Affiliate





As of January 1, 1990, NPAMLP entered
into a management agreement with EBL&S Property Management, Inc., a Delaware
corporation (“Property Manager”), with respect to the management of the
Properties (“Management Agreement”).  EBL&S Property Management,
Inc. is owned 100% by E&H Properties, Inc., which also is the sole
shareholder of NPAMLP's Managing General Partner, EBL&S, Inc.  The
directors of EBL&S Property Management, Inc. are the same as those of the
Managing General Partner. Pursuant to the Management Agreement, the Property
Manager receives a management fee equal to five (5%) percent of all gross
operating revenues derived from the Properties payable as and when such income
is received, plus a leasing fee for all obtained or renewed leases equal to the
fees customarily charged in the geographic area of the leased property, payable
as customary in such area.  The Property Manager earned an aggregate
of approximately $572,000 for management fees, approximately $19,000 for leasing
fees, and approximately $191,000 for administrative and legal fees in fiscal
year 2009. In fiscal 2008, the Property Manager earned an aggregate of $561,000
for management fees, $27,000 for leasing commissions and $177,000 for
administrative and legal fees.





III.  Conflicts of
Interest





From time to time, there may be
conflicts of interest between the Managing General Partner and its affiliates
(including the Property Manager), and the Equity General Partner, on the one
hand and NPAMLP and its Limited Partners on the other hand.  The
Managing General Partner will attempt to resolve any conflicts of interest by
exercising the good faith required of fiduciaries, and the Managing General
Partner believes that it will generally be able to resolve conflicts on an
equitable basis.  Depending on the relevant facts and circumstances,
however, the resolution of any particular conflict may not be in favor of
NPAMLP.  A resolution which is unfavorable to NPAMLP will result only
if the Managing General Partner determines in good faith, bearing in mind its
fiduciary duties, that it is the most appropriate to deal with the overall
situation.  See “Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - I. Liquidity and Capital
Resources.”





A.
            Conflict Regarding
      Sales and Refinancing





The Managing General Partner is an
affiliate of NPA.  NPA or its affiliates hold the Second Mortgages
aggregating approximately $8 million.  This lack of independence gives
rise to certain conflicts of interest with respect to the sale or refinancing of
the Properties.





The Managing General Partner oversees
sales, leases, financing, operations and management of the Properties and
decides which Properties are sold and how to apply the Proceeds of Sales of the
Properties.  Because NPA or its affiliates hold the Second Mortgages
on the Properties which will be repaid from the Proceeds of Sales of the
Properties and the Managing General Partner is an affiliate of NPA, the Managing
General Partner may not be solely interested in ensuring that sales of
Properties generate sufficient proceeds to enable the Limited Partners to
receive distributions with respect thereto.  However, pursuant to the
Restructuring Agreement, a portion of all proceeds derived from sale of the
Properties in excess of the Threshold Amount will be applied in payment of the
Wrap Mortgages.  Accordingly, the Managing General Partner (as an
affiliate of NPA) will have a financial incentive to cause NPAMLP to maximize
Proceeds of Sales of the Properties.  Furthermore, the Managing
General Partner is accountable to NPAMLP and the Limited Partners as a fiduciary
and, consequently, must exercise good faith and integrity in handling the
affairs of NPAMLP and must take its Limited Partners' interests in account in
making decisions regarding sales and refinancing.





B.  Other
Activities of the Affiliates of the General Partners





There is no limitation on the
right of the affiliates of the General Partners to engage in any business even
if the business is competitive with the business of NPAMLP.  For
instance, if an affiliate of the General Partners owns or manages a property
which competes for tenants with a Property owned by NPAMLP, the economic
interest of the equity owners of the General Partners in that affiliate may
create a conflict between the General Partners or the Property Manager on the
one hand and NPAMLP on the other with respect to allocating prospective tenants
between competitive properties.  The Managing General Partner and its
affiliates presently own one property that is competitive with the Properties,
and affiliates of the Managing General Partner may act as manager of such
properties.


27


C.
            Competition
      by NPAMLP with Affiliates of the ManagingGeneral
      Partner for Services of Officers and
  Employees





NPAMLP depends on the Managing General
Partner to operate NPAMLP.  The Managing General Partner believes it
will have sufficient staff personnel and resources to perform all of its duties
with respect to managing NPAMLP.  However, because the staff personnel
and resources are shared with affiliates, the Managing General Partner and
certain of its affiliates have conflicts of interest in the allocation of
management and staff time, services and functions among NPAMLP and other
entities in existence or which may be organized.





IV.  Summary of
Relationships





E&H Properties, Inc. owns 100% of
the equity interest in EBL&S, Inc. (the Managing General Partner) and
EBL&S Property Management, Inc. (the Property Manager).  E&H
Properties, Inc. is owned 100% by Edward B. Lipkin (Lipkin).  Feldman
International, Inc. is owned 100% by Robert McKinney, an employee of the
Property Manager.  The General Partners and the Property Manager both
have ongoing relationships with NPAMLP.  E&H Properties, Inc. and
the affiliates that it controls are the holders of the Second
Mortgages.





V.   Related Party
Transactions





In October 2005, ARJAX Railroad
Associates II, LLC (“ARJAX”), a limited liability company controlled by Lipkin,
acquired from a third party land owner, the fee simple interest in the real
property in San Mateo, California, that was leased to NPAMLP under a ground
lease scheduled to expire in February 2025. Annual rent due under the ground
lease was $96,000.





In June 2006, NPAMLP and ARJAX entered
into an agreement with the anchor tenant at the San Mateo property (the
“Agreement”), whereby the lease with the anchor tenant would be assigned to
NPAMLP or ARJAX effective February 2009 (the “Effective Date”).  In
consideration for the assignment, the anchor tenant would receive payments
totaling $2,550,000 during the period from June 2006 through the Effective
Date.  To date, ARJAX has remitted $1,400,000 to the anchor tenant in
accordance with the terms of the Agreement. In addition, the anchor tenant will
be obligated to complete, by the Effective Date, $500,000 in repairs or
improvements, which would otherwise be the responsibility of NPAMLP, to its
other stores leased from NPAMLP. Under the Agreement, the liability for the
consideration to the anchor tenant is borne by ARJAX and NPAMLP, however it is
anticipated that ARJAX shall fund all of the consideration due. Additionally,
Lipkin has personally guaranteed the obligations to the anchor tenant under the
Agreement. There is a possibility, however, that if ARJAX does not perform its
obligations under the Agreement, NPAMLP may be held liable.  Should
ARJAX default, NPAMLP may not have sufficient cash to pay this obligation, it
would probably have to sell an asset or assets to raise enough cash to do
so.  Such sale of assets could result in additional gain being
recognized.





In the fourth quarter of 2006, NPAMLP
sold its leasehold interest in the San Mateo property to ARJAX. ARJAX intends to
convert the San Mateo property into a multi-family development, which would also
include retail and office elements. NPAMLP is prohibited from acquiring and
developing property and accordingly, could not participate in this development.
See “Item 1. NPAMLP Objectives and Policies”. The purchase price for the sale of
the leasehold interest was $13,900,000 and was based on the fair market value of
NPAMLP’s leasehold interest in the San Mateo property (after taking into
consideration the Agreement noted above) as determined by a national valuation
firm familiar with similar commercial properties and real estate in the San
Mateo geographic area.  Pursuant to the terms of the agreement of sale
for this transaction, the purchase price was satisfied with the conveyance to
NPAMLP of a 14.8% tenant-in-common interest in an office building in San Jose,
California (“San Jose Building”).





To complete the tax-deferred exchange
arising from the sales of the New Hope, MN and North Sarasota, FL properties,
NPAMLP acquired an additional 9.1% tenant-in-common interest in the San Jose
Building. All of the interests in the San Jose Building acquired by NPAMLP were
acquired from National Property Analysts Management Company (“NPAMC”), a limited
partnership controlled by Lipkin.  As a result of the conveyance by
NPAMC of the tenant-in-common interests, NPAMC recognized a gain of $300,000,
primarily from depreciation recapture.


28


As the term of the lease of the tenant
occupying the San Jose Building is currently scheduled to expire before the
financing on the property is satisfied, the property could be lost to
foreclosure at that time. In order to protect NPAMLP’s interest and to ensure
the value of the consideration received by NPAMLP in exchange for the leasehold
interest, NPAMC caused NPAEP to agree to modify the terms of the wrap mortgage
by offsetting the wrap indebtedness held by NPAEP by an amount equal to the
greater of: (1) the proceeds from disposition or, (2) the $13,900,000 purchase
price compounded monthly based on a 6.43% annual interest rate. The wrap
mortgage offset would be calculated at the time of disposition of the San Jose
Building.





VI. Director
Independence





NPAMLP has no separate nominating,
audit or compensation committees because in part, it is not required to do so,
but also because no compensation is paid and there are no directors. NPAMLP has
limited business activities and its day to day activities are run by the
Managing General Partner and EBL&S Property Management Inc.





Item
14.    Principal Accounting Fees
and Services





I.   Audit
Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by Asher &
Company, Ltd. for the audit of NPAMLP’s annual financial statements and review
of financial statements included in NPAMLP’s Form 10-Q, or services that are
normally provided by the accountant in connection with the statutory and
regulatory filings or engagements for such two fiscal years, amounted to
$180,000 ($92,500 and $87,500 for the years ended December 31, 2009 and 2008,
respectively).





II. Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by Asher &
Company, Ltd. for tax compliance, tax advice and tax planning were $28,000
($14,000 and $14,000 for the years ended December 31, 2009 and December 31,
2008, respectively).





III.  All Other
Fees





There were no fees billed in each of
the last two fiscal years for products or services provided by Asher &
Company, Ltd. other than the services reported in the two preceding
paragraphs.





IV. Pre-approval Policies and
Procedures





All audit related services, tax
compliance, tax advice and tax planning and other services were pre-approved by
the Managing General Partner, which concluded that the provision of such
services by NPAMLP’s Independent Registered Public Accounting Firm was
compatible with the maintenance of that firm’s independence in the conduct of
its auditing functions. The policy of the Managing General Partner provides for
pre-approval of these services and all audit related, tax or other services not
prohibited under Section 10A(g) of the Securities Exchange Act of 1934, as
amended, to be performed for NPAMLP by their Independent Registered Public
Accountants, subject to the de minimus exception described in Section
10A(i)(1)(B) of the Exchange Act on an annual basis and on individual
engagements if minimum thresholds are exceeded. The percentage of audit related,
tax and other services that were approved by the Managing General Partner is
100%.


29


PART
IV





Item
15.   Exhibits, Financial
Statement Schedules





I.  Documents
filed as Part of this Report





A.  Financial Statements and
Supplementary Data





Report
      of Independent Registered Public Accounting Firm
                      F-1Combined
      Financial Statements:Combined
      Balance Sheets at December 31, 2009 and 2008
                      F-3Combined
      Statements of Operations and Changesin
      Partners' Deficit for the years endedDecember
      31, 2009 and 2008
                      F-4Combined
      Statements of Cash Flows for the years endedDecember
      31, 2009 and 2008
                      F-5Notes
      to Combined Financial Statements
                      F-6





B.  Exhibits





Exhibit No.
                      
                      Description*2.1
                      
                      Consolidation
      Agreement by and among the National Property Analysts Master Limited
      Partnership (“NPAMLP”); EBL&S, Inc. (“EBL&S”) and Buster, Inc.
      (“Buster”).*2.2
                      
                      Settlement
      Agreement by and among plaintiffs as a class, National Property Analysts,
      Inc. (“NPA”) and certain additional defendants in James O'Brien, et al.
      v. National Property Analysts, Inc., et al. (the
      “Action”).*2.3
                      
                      Judgment
      and Order Approving the Transaction, the Formation of the Master Limited
      Partnership, and the Allocation of Interests in the Master Limited
      Partnership entered by the Court.*3.1
                      
                      Initial
      Limited Partnership Agreement of NPAMLP.*3.2
                      
                      Amended
      and Restated Limited Partnership Agreement of NPAMLP.*3.3
                      
                      Certificate
      of Limited Partnership of NPAMLP.****3.4
                      
                      Amendment
      One to the Amended and Restated Limited Partnership Agreement of
      NPAMLP.*10.1
                      
                      Restructuring
      and Mortgage Modification Agreement by and among Main Line Pension Group,
      L.P. (“MLPG”), NPAMLP and National Property Analysts,
  Inc.




30


*10.2
                
                Leasing
      and Management Agreement by and between EBL&S Property Management,
      Inc. and NPAMLP.*10.3
                
                Information
      Statement Relating to the formation of NPAMLP.*10.4
                
                Proof
      of Claim and Release and Vote on Consolidation.**10.6
                
                Line
      of Credit Promissory Note.***10.7
                
                Agreement
      between NPAMLP, NPAEP and PVPG.***16.1
                
                Letter
      from replaced accountants (previously filed with Form 8-K dated May 29,
      2002).31.1
                
                Certification
      of Managing General Partner pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
                
                Certification
      of Equity General Partner pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.3
                
                Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
                
                Certification
      of Managing General Partner pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2
                
                Certification
      of Equity General Partner pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.3
                
                Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.











*
            
            Incorporated
      by reference from Registrant's Report on Form 10 filedJuly
      14, 1994 (0-24816)**
            
            Incorporated
      by reference from Registrant's Report on Form 10-K
filedApril
      1, 1996 (0-24816).***
            
            Incorporated
      by reference from Registrant's Report on Form 10-K
filedMarch
      31, 2003 (0-24816).****
            
            Incorporated
      by reference from Registrant's Report on Form 10-Q
filedNovember
      11, 2003 (0-24816).




31


SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(Registrant)





By:  EBL&S,
Inc., its managing general partner





By:
                /s/
      Edward B. LipkinEdward
      B. LipkinDirector





Date:   March 29,
2010





By:
Feldman International, Inc., its equity general partner





By:
                /s/
      Robert McKinneyRobert
      McKinneyDirector





Date:   March 29,
2010





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature
                          
                          Capacity
                          
                          Date/s/
      Edward B. Lipkin
                          
                          Director of EBL&S, Inc.
                          
                          March 29, 2010Edward B. Lipkin
                          
                          Principal Executive Officer,Principal Accounting Officer andPrincipal Financial Officer/s/
      Robert McKinney
                          
                          Director of Feldman International, Inc.
                          
                          March 29, 2010Robert McKinney
                          
                          Registrant’s equity general partner




32





NATIONAL
PROPERTY ANALYSTS


MASTER
LIMITED PARTNERSHIP


(a
limited partnership)





Combined
Financial Statements




December
31, 2009 and 2008




(With
Report of Independent Registered Public Accounting Firm
Thereon)











NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)





Table
of Contents





Page No.Report
      of Independent Registered Public Accounting Firm
                  
                  F-1Combined
      Balance Sheets December 31, 2009 and 2008
                  
                  F-3Combined
      Statements of Operations and Changes in Partners’ Deficit,Years
      ended December 31, 2009 and 2008
                  
                  F-4Combined
      Statements of Cash Flows,Years
      ended December 31, 2009 and 2008
                  
                  F-5Notes
      to Combined Financial Statements
                  
                  F-6









Report of Independent
Registered Public Accounting Firm




General
Partners


National
Property Analysts Master Limited Partnership




We have
audited the accompanying combined balance sheets of National Property Analysts
Master Limited Partnership (NPAMLP) (a limited partnership) as of December 31,
2009 and 2008 and the related combined statements of operations and changes in
Partners’ deficit and cash flows for each of the two years in the period ended
December 31, 2009.   The Partnership’s management is responsible
for these combined financial statements. Our responsibility is to express an
opinion on these combined financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the combined
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting principles used
and significant estimates made by managements, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


F-1




In our
opinion, the combined financial statements referred to above presents fairly, in
all material respects, the combined financial position of National Property
Analysts Master Limited Partnership as of December 31, 2009 and 2008 and the
combined results of its operations and its cash flows for each of the two years
in the period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.




As discussed in Note 14, the
accompanying 2008 combined financial statements have been restated.




ASHER
& COMPANY, Ltd.




Philadelphia,
Pennsylvania


March 29,
2010


F-2


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Combined
Balance Sheets


December
31, 2009 and 2008


(in
thousands)





2009
                  
                  
                  2008AssetsRental
      property, at cost:Land
                  
                  $
                  7,582
                  
                  
                  $
                  7,582Buildings
                  
                  
                  107,159
                  
                  
                  
                  107,066Tenant-in-common
      property
                  
                  
                  22,662
                  
                  
                  
                  22,662137,403
                  
                  
                  
                  137,310Less:
      accumulated depreciation
                  
                  
                  74,008
                  
                  
                  
                  69,978Rental
      property, net
                  
                  
                  63,395
                  
                  
                  
                  67,332Cash
      and cash equivalents
                  
                  
                  787
                  
                  
                  
                  1,272Restricted
      cash
                  
                  
                  80
                  
                  
                  
                  63Investment
      securities available for sale, at market
                  
                  
                  3,218
                  
                  
                  
                  2,783Tenant
      accounts receivable, net of allowance of $30 as of December 31, 2009 and
      December 31, 2008, respectively
                  
                  
                  148
                  
                  
                  
                  55Unbilled
      rent receivable
                  
                  
                  1,215
                  
                  
                  
                  1,115Accounts
      receivable and other assets (1)
                  
                  
                  542
                  
                  
                  
                  924Total
      assets
                  
                  $
                  69,385
                  
                  
                  $
                  73,544Liabilities
      and Partners' DeficitWraparound
      mortgages payable (1)
                  
                  $
                  156,700
                  
                  
                  $
                  164,738Less:
      unamortized discount based on imputed interest rate of 12% (1)
                  
                  
                  49,298
                  
                  
                  
                  59,561Wraparound
      mortgages payable less unamortized discount (1)
                  
                  
                  107,402
                  
                  
                  
                  105,177Due
      to Pension Groups (1)
                  
                  
                  3,292
                  
                  
                  
                  3,248Other
      borrowings (1)
                  
                  
                  194
                  
                  
                  
                  194Accounts
      payable and other liabilities (1)
                  
                  
                  2,944
                  
                  
                  
                  3,021Deferred
      revenue
                  
                  
                  197
                  
                  
                  
                  213Finance
      lease obligation
                  
                  
                  1,750
                  
                  
                  
                  1,750Total
      liabilities
                  
                  
                  115,779
                  
                  
                  
                  113,603Partners'
      deficit, restated for 2008(2)
                  
                  
                  (46,394
                  )
                  
                  
                  (40,059
                  )Total
      liabilities and partners' deficit
                  
                  $
                  69,385
                  
                  
                  $
                  73,544





(1)See
Note 3:  Related Party Transactions.


(2)See
Note 14:  Restatement of Financial Statements.


See
accompanying notes to combined financial statements.


F-3


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Combined
Statements of Operations and Changes in Partners' Deficit


Years
Ended December 31, 2009 and 2008


(in
thousands, except per-unit data)





2009
                      
                      
                      2008Income:Rental
      income
                      
                      $
                      13,042
                      
                      
                      $
                      12,816Other
      charges to tenants
                      
                      
                      3,242
                      
                      
                      
                      3,283Interest
      and dividend income
                      
                      
                      236
                      
                      
                      
                      137Total
      income
                      
                      
                      16,520
                      
                      
                      
                      16,236Operating
      expenses:Interest
      expense (1)
                      
                      
                      12,313
                      
                      
                      
                      11,466Real
      estate taxes
                      
                      
                      3,016
                      
                      
                      
                      2,931Management
      fees (1)
                      
                      
                      572
                      
                      
                      
                      554Common
      area maintenance expenses
                      
                      
                      1,586
                      
                      
                      
                      1,642Ground
      rent (1)
                      
                      
                      776
                      
                      
                      
                      767Repairs
      and maintenance
                      
                      
                      378
                      
                      
                      
                      385General
      and administrative (1)
                      
                      
                      535
                      
                      
                      
                      564Depreciation
                      
                      
                      4,030
                      
                      
                      
                      4,007Amortization
                      
                      
                      74
                      
                      
                      
                      101Total
      operating expenses
                      
                      
                      23,280
                      
                      
                      
                      22,417Operating
      loss
                      
                      
                      (6,760
                      )
                      
                      
                      (6,181
                      )Other
      income (loss):Realized
      gain (loss) on investment securities
                      
                      
                      358
                      
                      
                      
                      (1,120
                      )Loss
      from continuing operations
                      
                      
                      (6,402
                      )
                      
                      
                      (7,301
                      )Discontinued
      operations:Loss
      from operations of discontinued components
                      
                      
                      -
                      
                      
                      
                      (209
                      )Gain
      on disposition of properties, net of unamortized discounton
      wraparound mortgages
                      
                      
                      -
                      
                      
                      
                      1,474Net
      loss
                      
                      
                      (6,402
                      )
                      
                      
                      (6,036
                      )Partners'
      deficit:Beginning
      of period, as restated for 2008(2)
                      
                      
                      (40,059
                      )
                      
                      
                      (34,107
                      )Net
      change in unrealized gain on investment securities
                      
                      
                      67
                      
                      
                      
                      84End
      of period
                      
                      $
                      (46,394
                      )
                      
                      $
                      (40,059
                      )Net
      loss per unit
                      
                      $
                      (65.49
                      )
                      
                      $
                      (61.75
                      )Weighted
      average units outstanding
                      
                      
                      97,752
                      
                      
                      
                      97,752





(1) See
Note 3:  Related Party Transactions.


(2) See
Note 14:  Restatement of Financial Statements





See
accompanying notes to combined financial statements.


F-4




NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Combined
Statements of Cash Flows


Years
Ended December 31, 2009 and 2008


(in
thousands, except per-unit data)





2009
                
                
                2008Cash
      flows from operating activities:Net
      loss
                
                $
                (6,402
                )
                
                $
                (6,036
                )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      and amortization
                
                
                4,104
                
                
                
                4,120Amortization
      of discount (1)
                
                
                10,263
                
                
                
                9,538Net
      gain on disposition of properties
                
                
                -
                
                
                
                (1,474
                )Realized
      (gain) loss on investment securities
                
                
                (358
                )
                
                
                1,120Change
      in assets and liabilities(Increase)
      decrease in tenant accounts receivable
                
                
                (93
                )
                
                
                56Increase
      in unbilled rent receivable
                
                
                (100
                )
                
                
                (109
                )Decrease
      in accounts receivable and other assets (1)
                
                
                308
                
                
                
                1,112Decrease
      in accounts payable and other liabilities (1)
                
                
                (77
                )
                
                
                (402
                )Decrease
      in deferred revenue
                
                
                (16
                )
                
                
                (138
                )Net
      cash provided by operating activities
                
                
                7,629
                
                
                
                7,787Cash
      flows from investing activities:Disposition
      of properties
                
                
                -
                
                
                
                2,099Improvements
      to rental property
                
                
                (93
                )
                
                
                (1,072
                )Decrease
      in restricted cash
                
                
                (17
                )
                
                
                141Purchase
      of investment securities
                
                
                (4,753
                )
                
                
                (8,050
                )Sale
      of investment securities
                
                
                4,743
                
                
                
                7,475Net
      cash (used) provided by investing activities
                
                
                (120
                )
                
                
                593Cash
      flows from financing activities:Payments
      on wraparound mortgages (1)
                
                
                (8,038
                )
                
                
                (9,692
                )Increase
      in wraparound mortgages
                
                
                -
                
                
                
                407Increase
      in balance due to NPAEP
                
                
                44
                
                
                
                49Net
      cash used in financing activities
                
                
                (7,994
                )
                
                
                (9,236
                )Decrease
      in cash and cash equivalents
                
                
                (485
                )
                
                
                (856
                )Cash
      and cash equivalents:Beginning
      of period
                
                
                1,272
                
                
                
                2,128End
      of period
                
                $
                787
                
                
                $
                1,272Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                
                $
                1,763
                
                
                $
                2,025Supplemental
      disclosure of non-cash investing and financing activities:Note
      receivable arising from property sale transactions
                
                $
                -
                
                
                $
                300





(1) See
Note 3:  Related Party Transactions.


See
accompanying notes to combined financial statements.


F-5


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





(1)
            Formation
      and Description of Business





National
Property Analysts Master Limited Partnership (NPAMLP), a limited partnership,
was formed effective January 1, 1990.  NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. (FII), the equity general
partner.





The
properties included in NPAMLP consist primarily of shopping centers and
freestanding, single-tenant retail stores with national retailers as prime
tenants.  The ownership and operations of these properties have been
combined in NPAMLP pursuant to a consolidation of properties owned by certain
limited partnerships previously sponsored by National Property Analysts, Inc.
and its affiliates (NPA).  NPAMLP intends to hold the properties until
such time as it is deemed prudent to dispose of them.  The precise
timing of disposition of the properties is at the discretion of the managing
general partner.  However, in accordance with the partnership
agreement, the partnership will terminate on December 31, 2013.





The
properties of NPAMLP are owned by eighteen separate partnerships and limited
liability companies. Each partnership or limited liability company is a legally
distinct entity and there are no transactions between the various
entities.  Since each entity is under common control, the financial
statements are presented on a combined basis.





The
partnership agreement provides for a sharing of cash from the proceeds of sales
of properties.  The partnership agreement generally provides that the
limited partners of NPAMLP receive 40% of the net proceeds, if any, from the
sale of properties after repayment of the third-party underlying mortgage
obligations once the net proceeds, as defined in the partnership agreement, from
the sale of properties exceed a threshold amount of $45,000 (the
Threshold).





Through
December 31, 2009, NPAMLP sold properties that generated approximately $36,602
in net proceeds that have been applied as a reduction of the Threshold
amount.  NPAMLP has not distributed any sales proceeds to its partners
since its organization.





Additionally,
the limited partners of NPAMLP receive 40% of the cash flow, if any, from
operations in excess of debt service requirements and any capital improvements
or reserves considered necessary.  The remaining cash flow, if any, is
applied to the wraparound mortgages in payment of accrued interest and then
principal.  It is not anticipated that NPAMLP will be in a position to
distribute cash flow to its partners in the foreseeable future.





Under the
terms of the NPAMLP partnership agreement, the limited partners are entitled to
a 99% share of any income or loss and the equity general partner is entitled to
a 1% share.





Liquidity





NPAMLP
has working capital as of December 31, 2009 and 2008, of approximately $3,156
and $3,109, respectively, excluding amounts due to the managing general partner
of $2,382 and $2,221, respectively, and excluding amounts due to NPAEP of $3,292
and $3,248 at December 31, 2009 and 2008, respectively.  NPAMLP has
$787 of unrestricted cash and $2,306 available under line of credit agreements
at December 31, 2009, to meet its short-term obligations.  Through
December 31, 2009, NPAMLP has replenished its working capital reserves through
the sale of properties on which the holders of the second mortgage and the
wraparound mortgage have released their liens.  In addition, as of
December 31, 2009, the managing general partner has advanced approximately
$2,382 to NPAMLP, but may require the repayment of the advances for its own
operational needs.


F-6


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





(2)
            Summary
      of Significant Accounting Policies





(a)
            Rental
      Property




Rental
properties are stated at original cost.  Depreciation on buildings and
building improvements is calculated on the straight-line method over their
estimated useful lives of 30 years and 15 to 39 years,
respectively.





NPAMLP
accounts for the property owned as tenants-in-common (“TIC”) with unaffiliated
third parties using the proportionate consolidation method, in accordance with
FASB authoritative guidance.  NPAMLP owns an undivided interest in the
San Jose property through its 23.9% ownership of 2525 North First Street
Holdings, a Delaware Statutory Trust, and does not control the decisions over
the property or the other tenant-in-common interests. The financial statements
reflect only NPAMLP’s percentage of the TIC’s real property, related mortgage,
revenues and expenses.  NPAMLP’s proportionate share at December 31,
2009 was as follows:




2009
                    
                    
                    2008Tenant-in-common
      property
                    
                    $
                    22,662
                    
                    
                    $
                    22,662Wraparound
      mortgage payable, net of discount
                    
                    
                    13,689
                    
                    
                    
                    14,869





In
accordance with FASB authoritative guidance, rental properties are reviewed by
management for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be
recoverable.  Recoverability of rental properties is measured by
comparison of the carrying amount of the properties to future net cash flows
expected to be generated by the properties or to an appraised amount. The
determination of future undiscounted cash flows requires significant estimates
by management, including the expected course of action at the balance sheet date
that would lead to such cash flows. Subsequent changes in estimated undiscounted
cash flows arising from changes in anticipated action to be taken with respect
to the property could impact the determination of whether an impairment exists
and whether the effects could materially impact NPAMLP’s net
income.  If any property is considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the
property exceeds its fair value.  Properties to be disposed are
reported at the lower of the carrying amount or the fair value less costs to
sell. There were no impairment charges for the years ended December 31, 2009 and
2008.





The
estimated fair value of these properties was determined by management based on
projected cash flows and market trends.





Gains or
losses from the sales of property generally are recognized using the full
accrual method in accordance with the FASB authoritative guidance.





(b)
            Cash
      and Cash Equivalents





All
highly liquid interest-bearing deposits with original maturities of three months
or less are considered to be cash equivalents.  Cash and cash
equivalents at December 31, 2009 and 2008 were held in the custody of multiple
financial institutions. The balances, at times, may exceed federally insured
limits. NPAMLP mitigates this risk by depositing funds with major financial
institutions  At December 31, 2009 and 2008, cash was held in multiple
accounts maintained at three separate financial institutions.  At
December 31, 2009 and 2008, the total cash balance held at these institutions
was approximately $1,119 and $1,519, respectively.  These balances
exceeded federally insured limits by
approximately $756 and $919, respectively


F-7


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





(c)
              Restricted
      Cash





Restricted
      cash consists principally of amounts held in escrow by lending
      institutions for real estate taxes.





(d)
                  Tenant Accounts
      Receivable





Accounts
receivable include current tenant accounts receivable, net of allowances, and
other accruals.NPAMLP regularly
reviews the collectability of its receivables and the credit worthiness of its
tenants and adjusts its allowance for doubtful accounts, straight-linerent receivable balance
and tenant improvement and leasing costs amortization accordingly.





(e)
              Accounts
      Receivable and Other Assets





Accounts
      receivable and other assets includes a note receivable due from the buyer
      of the Ardmore, Oklahoma property, certain prepaid expenses and leasing
      commissions which have been capitalized and  amortized over the
      lives of the respective leases. At December 31, 2009 and 2008, the amount
      of deferred leasing commissions was $346 and $341, respectively, and the
      amount of accumulated amortization was $221 and $191,
      respectively.





(f)
            Investment
      Securities





Investment
securities, consisting of mutual funds and common stock, are classified as
available for sale and carried at estimated fair value.  Realized
gains and losses on the sale of investment securities are recorded on the trade
date and are determined using the specific identification method. Unrealized
gains and losses on the investment securities are included as a separate
component of Partners’ deficit.





(g)
            Discount
      on Wraparound Mortgage





The
discount on wraparound mortgages represents the difference between the present
value of mortgage payments at the stated interest rate (see Note 9) and the
imputed rate of 12%.  NPAMLP adjusts the discount on wraparound
mortgages for changes in the projected cash flows.  The resultant
increase or decrease in the discount is recorded as interest expense in the year
of the adjustment. The discount is amortized using the interest method over the
terms of the mortgages and is recorded as interest expense.  In
accordance with the FASB authoritative guidance, NPAMLP accounts for the
unamortized discount on wraparound mortgages related to wraparound mortgages
that have been extinguished as losses or gains in the period of
extinguishment.





(h)
            Rental
      Income





Rental
income is recognized on a straight-line basis over the terms of the respective
leases.  Unbilled rent receivable represents the amount by which the
straight-line rentals exceed the current rent collectible under the payment
terms of the lease agreements.  Percentage rent represents rental
income that the tenant pays based on a percentage of its sales, either as a
percentage of total sales or as a percentage of sales in excess of a threshold
amount.  Percentage rent and tenant pass-through charges including
common area maintenance, real estate taxes and property insurance are recognized
in income when earned and are recorded as Other charges to
tenants.


F-8


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





(i)
            Income
      Taxes





No
provision has been made in the combined financial statements for income taxes,
as any such liability is the liability of the individual partners. NPAMLP
adopted the provisions of accounting standards for income taxes which changed
the framework for accounting for uncertainty in income taxes.  Accordingly,
there are no uncertain tax positions or possibly significant unrecognized tax
benefits that are reasonably expected to occur within the next
12 months.





(j)
            Fair
      Value of Financial Instruments





The
FASB’s authoritative guidance requires disclosure of the fair value of certain
financial instruments.  Cash, investment securities, tenant accounts
receivable, accounts payable and other liabilities as reflected in the combined
financial statements approximate fair value because of the short-term maturity of these
instruments. In accordance with this guidance, NPAMLP has determined the
estimated fair value of its wraparound mortgages based on discounted future cash
flows at a current market rate.  Management estimates that the
carrying value approximates the estimated fair value of the wraparound mortgages
at December 31, 2009 and 2008.





(k)
            Discontinued
      Operations





Income or
loss from operations of sold properties is reported as discontinued operations
in accordance with the FASB authoritative guidance.





(l)
              Use of
      Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Significant estimates have been made by
management with respect to the recoverability of the carrying amounts of rental
property.  Actual results could differ from these
estimates.





(m)
              New
      pronouncements





In
January 2010, the FASB issued authoritative guidance to enhance the usefulness
of fair value  measurements. This guidance amends the disclosures
about fair value measurements in the FASB Accounting Standards Codification. The
amended guidance is effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disaggregation requirement for the
reconciliation disclosure of Level 3 measurements, which is effective for fiscal
years beginning after December 15, 2010 and for interim periods within those
years. NPAMLP is currently evaluating the effect this guidance will have on its
combined financial statements.





In April 2009, the FASB issued
authoritative guidance, which amended the other-than-temporary impairment
guidance for debt and equity securities. The guidance was effective for interim
and annual reporting periods ending after June 15, 2009. NPAMLP has adopted the
FASB guidance, which did not have a significant impact on its combined financial
statements.  In
April 2009, the FASB issued authoritative guidance for Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly.


F-9


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





This
guidance is effective for interim reporting periods ending after June 15,
2009, and NPAMLP adopted it as of April 1, 2009. This guidance did not
change NPAMLP’s fair value measurement techniques.





In
May 2009, the FASB issued authoritative guidance, which sets forth
principles and requirements for subsequent events, specifically (1) the
period during which management should evaluate events or transactions that may
occur for potential recognition and disclosure, (2) the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date, and (3) the disclosures that an entity should make
about events and transactions occurring after the balance sheet date. The
guidance is effective for interim and annual reporting periods ending after
June 15, 2009. In February 2010, such guidance was amended to remove the
requirement for NPAMLP to disclose the date through which subsequent events have
been evaluated in both issued and revised financial statements. NPAMLP has
adopted the provisions of the guidance, which did not have a material impact on
its combined financial statements.





In
June 2009, the FASB issued authoritative guidance to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about (1) a transfer
of its financial assets, (2) the effects of such a transfer on its
financial position, financial performance, and cash flows, and (3) a
reporting entity’s continuing involvement, if any, in the transferred financial
assets. The guidance is effective for annual reporting periods beginning after
November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter, with early
adoption prohibited. NPAMLP has adopted the provisions of the FASB guidance
which did not have a material impact on combined financial
statements.


In
June 2009, the FASB issued authoritative guidance to improve financial
reporting disclosure by companies involved with variable interest entities and
to provide more relevant and reliable information to users of financial
statements. The guidance is effective for annual reporting periods beginning
after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter, with
early adoption prohibited. NPAMLP is currently evaluating the potential impact
of the adoption of the guidance on its combined partnerships, but does not
believe that it will have a material impact on its combined financial
statements.





In the
third quarter of 2009, NPAMLP adopted the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC).  The ASC is now the single
official source of authoritative, nongovernmental generally accepted accounting
principles (“GAAP”), other than guidance issued by the SEC.  The adoption
of the ASC did not have any impact on NPAMLP’s combined financial statements
included herein.





In
August 2009, the FASB issued Accounting Standards Update No 2009-05
(“ASC Update 2009-05”), an update to FASB ASC 820, Fair Value Measurements and
Disclosures.  This update provides amendments to reduce potential ambiguity
in financial reporting when measuring the fair value of liabilities.  Among
other provisions, this update provides clarification that in circumstances, in
which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the valuation techniques described in ASC Update 2009-05.  NPAMLP
has adopted the provisions of ASC Update 2009-05 which did not have a material
impact on the combined financial statements.


F-10


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





(3)
            Related-Party
      Transactions





NPAMLP is
owned 99% by the limited partners and 1% collectively by EBL&S, Inc., the
managing general partner and FII, the equity general
partner.  EBL&S, Inc. assigned its economic interest as general
partner to FII, and FII was admitted as the equity general partner on September
30, 1998.  EBL&S, Inc. is owned by E&H Properties, Inc.
(E&H), a corporation owned and controlled by Edward B. Lipkin (Lipkin), a
related party.





At its
formation, NPAMLP entered into a leasing and property management agreement with
EBL&S Property Management, Inc. (EBL&S), which is owned entirely by
E&H.  Under the agreement, EBL&S is to receive a property
management fee equal to 5% of the gross annual rentals collected, including
tenant reimbursements for common area maintenance charges, real estate taxes and
property insurance.  EBL&S is also entitled to receive leasing
commissions for obtaining or renewing leases and reimbursement for services
provided to NPAMLP for partnership administration.  The leasing
commissions paid or due to EBL&S are deferred over the life of their
respective leases and are included in Other assets on the Balance
Sheet.  The leasing commissions due to EBL&S are included in
Accounts payable and other liabilities on the Balance Sheet.  Under
the terms of the NPAMLP partnership agreement, the managing general partner is
entitled to be reimbursed for its expenses for administering NPAMLP’s affairs.
Such administrative expenses are billed to NPAMLP based on the wages and time
incurred by EBL&S personnel for such services.





Management
fees and administrative services are paid exclusively to EBL&S and are
included in the Combined Statement of Operations.  The Wraparound
mortgages payable are held by NPAEP, which is controlled by
Lipkin.  Due to NPAEP, unamortized discount and interest expense are
all financial statement accounts, which relate directly to the Wraparound
mortgages payable.  Other borrowings represent amounts due to E&H
Properties of Delaware, Inc., a subsidiary of E&H (EHD).  Included
within Accounts payable and other liabilities as of December 31, 2009, are
$2,382 due EBL&S, $126 due EHD and $239 due limited partnerships where
Lipkin has a controlling interest. As of December 31, 2008 the amounts included
in Accounts payable and other liabilities due to EBL&S, EHD and limited
partnerships where Lipkin has a controlling interest were $2,221, $120 and $245,
respectively.    The amounts due to EBL&S were primarily
for property management fees, leasing commissions, legal fees, administrative
services and cash advances for debt service.  Amounts earned by
EBL&S for the years ended December 31 were as follows:





2009
                  
                  
                  2008Property
      management fees
                  
                  $
                  572
                  
                  
                  $
                  561Leasing
      commissions
                  
                  
                  19
                  
                  
                  
                  27Administrative
      services and legal fees
                  
                  
                  191
                  
                  
                  
                  177Total
                  
                  $
                  782
                  
                  
                  $
                  765





In
October 2007, NPAEP purchased an 82.4% tenant-in-common interest in one of the
parcels of land in Marquette, Michigan that is ground leased by NPAMLP. The
annual ground rent received by NPAEP will be $18. There were no changes to any
of the terms of the ground lease as a result of this
transaction.


F-11


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 Notes to
Combined Financial Statements
 December
31, 2009 and 2008
 (dollars
in thousands)


In October 2005, ARJAX Railroad
Associates II, LLC (“ARJAX”), a limited liability company controlled by Lipkin,
acquired from a third party land owner, certain real property in San Mateo,
California, that was leased to NPAMLP under a ground lease scheduled to expire
in February 2025. Annual rent due under the ground lease was $96. In the fourth
quarter of 2006, NPAMLP sold its leasehold interest in the San Mateo property to
ARJAX.  The purchase price for the sale of the leasehold interest was
$13,900 and was based on the fair market value of NPAMLP’s leasehold interest in
the San Mateo property as determined by a national valuation firm familiar with
similar commercial properties and real estate in the San Mateo geographic
area.  Pursuant to the terms of the agreement of sale for this
transaction the purchase price was satisfied with the conveyance to NPAMLP of a
14.8%
tenant-in-common interest in an office building in San Jose,
California.  To complete the tax-deferred exchange arising from the
sales of the New Hope, MN and North Sarasota, FL properties in 2006, NPAMLP
acquired an additional 9.1% tenant-in-common interest in the same San Jose, CA
building. Such interests were acquired from National Property Analysts
Management Company (“NPAMC”), a limited partnership controlled by
Lipkin.  As the term of the lease of the tenant occupying the San Jose
property is currently scheduled to expire before the financing on the property
is satisfied, the property could be lost to foreclosure at that time. In order
to protect NPAMLP’s interest and to ensure the value of the terms of the
consideration received by NPAMLP in exchange for the leasehold interest, NPAMC
caused NPAEP to agree to modify the wrap mortgage byoffsetting
the wrap indebtedness held by NPAEP by an amount equal to the $13,900 purchase
price compounded monthly based on a 6.43% annual interest rate. The wrap
mortgage offset would be calculated at the time of disposition of the San Jose
property.




NPA and
its principals owned 4,362 of the 100,000 units of NPAMLP as of December 31,
1997.  During 1998, NPA and its principals redeemed their interests in
NPAMLP in exchange for the transfer of the Trenton, New Jersey property and
related wraparound mortgage obligations.  As a result, NPA and its
principals did not own any of the 97,752 units of NPAMLP at December 31, 2009
and 2008, respectively.





NPA holds
purchase money mortgages on certain properties of NPAMLP.  The
purchase money mortgages aggregated approximately $8,372 and $11,300 at December
31, 2009 and 2008, respectively.





(4)
            Tenant
      Leases





At
December 31, 2009 and 2008, NPAMLP effectively owned and operated 24 properties
that were comprised principally of shopping centers and free standing,
single-tenant retail stores with approximately 80 tenants, under various lease
agreements which are treated as operating leases.





In
addition to minimum rental payments, the leases generally provide for additional
rents based on operating results of the tenants, reimbursement for certain
common area maintenance charges, real estate taxes and property insurance and
renewal options.  The leases expire under their original terms at
various dates between 2009 and 2035.





Future
minimum lease rentals to be received under noncancellable leases are
approximately:





2010
                        
                        $
                        11,7352011
                        
                        
                        11,0482012
                        
                        
                        10,1542013
                        
                        
                        7,270Thereafter
                        
                        
                        36,873Total
                        
                        $
                        77,080





Rental
income includes approximately $180 and $288, related to percentage rents for the
years ended December 31, 2009 and 2008, respectively.


F-12


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





5)
            Major
      Tenants





NPAMLP’s
primary anchor tenants are Sun Microsystems, Sears Holdings Corporation and its
subsidiaries (“Sears”) and CVS Corporation (“CVS”). In 2009 and 2008, Sun
Microsystems accounted for approximately 23% of the rental income received by
NPAMLP.  In 2009 and 2008, Sears accounted for approximately 18% and
19%, respectively, of the rental income received by NPAMLP and CVS accounted for
approximately 14% of the rental income received by NPAMLP.  As of
December 31, 2009, NPAMLP had 1 lease with Sun Microsystems for approximately
250,000 square feet.  As of December 31, 2009, NPAMLP had 7 leases
with Sears aggregating approximately 704,000 square feet and 5 leases with CVS
aggregating approximately 57,000 square feet. As of December 31, 2009 and 2008,
NPAMLP was due $92 and $24, respectively, from Sears under its
leases.  As of December 31, 2009 and 2008, no amounts were due from
either Sun Microsystems or CVS under their respective leases.





At
December 31, 2009, three tenants owed NPAMLP amounts in excess of 10% of total
Accounts receivable.  Sears, Grandview Retail Stores and Roundy’s
represented 51%, 17% and 13%, respectively, of Accounts receivable at December
31, 2009.  At December 31, 2008, two tenants owed NPAMLP amounts in
excess of 10% of total Accounts receivable.  Sears and Grandview
Retail Stores represented 28% and 17%, respectively, of Accounts receivable at
December 31, 2008.





(6)
            Impairment
      or Disposal of Long-Lived Assets





Income or
loss from operations of sold properties is reported as discontinued operations
in accordance with FASB authoritative guidance.  Accordingly, the
results of operations of properties disposed of or held for sale have been
classified as Discontinued operations in the Combined Statement of Operations
and Changes in Partners’ Deficit. For the year ended December 31, 2008, NPAMLP
recognized in Loss from operations of discontinued components, revenue of $168
and expenses of $377.





In
January 2008, NPAMLP sold the property in Yazoo City, Mississippi. As a result
of this transaction, NPAMLP recognized a net gain on sale in the amount of
$1,515. The sale generated $2,072 in net proceeds (excluding a 7% promissory
note of $300 due in January 2013. This note was paid off in March 2009), of
which $2,000 was remitted to NPAEP and applied as a principal reduction on the
balance of the wraparound mortgage.  The principal balance of the
wraparound mortgage on the Yazoo City property, in the amount of $1,019, remains
a liability of NPAMLP.  In March 2008, NPAMLP sold the remaining
property in Wheelersburg, Ohio that was not sold in December 2007. As a result
of this transaction, NPAMLP recognized a net loss on sale of $41.  The
net proceeds from this transaction in the amount of $27 were retained by
NPAMLP.  The principal balance of the wraparound mortgage on the
Wheelersburg property, in the amount of $1,094, remains a liability of
NPAMLP.





(7)
            Ground Leases / Finance Lease
      Obligation





NPAMLP is
obligated under 11 noncancellable ground leases that expire between 2010 and
2078, excluding renewal options.





During
the year ended December 31, 1991, NPAMLP sold the land underlying the
Chesapeake, Virginia; Fairborn, Ohio; Kalamazoo, Michigan; Philadelphia,
Pennsylvania and Seven Hills, Ohio properties and simultaneously entered into
ground leases to leaseback the land from the buyer that expire between 2003 and
2015.


F-13


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)





The
aggregate proceeds from the five land sales were $2,650 and were recorded as
Finance lease obligations.  The amounts paid in accordance with these
ground leases were $280 for the years ended December 31, 2009 and 2008, and are
recorded as interest expense.  Any gain or loss from the transactions
will be recognized at the date upon which title to the buildings is conveyed to
the ground lessor. During the term of these ground leases, including renewal
options, NPAMLP is responsible for maintaining the buildings and building
improvements, as well as making the respective mortgage payments.





Under the terms of the above 1991
sales, at the expiration of the respective 1991 ground leases, including renewal
options, title to the buildings will be conveyed to the buyer with no additional
consideration and any amounts still outstanding under the respective wraparound
mortgages will remain the liability of NPAMLP.  Future minimum lease
payments under all noncancellable ground leases as of December 31, 2009 are
approximately:





2010
                      
                      $
                      8342011
                      
                      
                      7852012
                      
                      
                      7762013
                      
                      
                      571Thereafter
                      
                      
                      6,801$
                      9,767




Total
rental expense for ground leases for the years ended December 31, 2009 and 2008
was approximately $1,103 and $767, respectively.





(8)
            Other
      Borrowings





NPAMLP
has a line of credit with E&H Properties of Delaware, Inc. (EHD), a related
party, for EHD to advance up to $2,500 to NPAMLP for the purpose of making
capital and tenant improvements to the properties.  Pursuant to the
resulting agreement, the obligation of EHD to make advances to NPAMLP is at all
times the sole and absolute discretion of EHD.  The line bears
interest based on the prime rate (3.25% at December 31, 2009) and is scheduled
to expire in May 2010. Any amounts advanced to NPAMLP are not directly secured
by any collateral.





As of
December 31, 2009 and 2008, $194 was owed by NPAMLP under this line of credit,
excluding $126 and $120 in accrued interest at December 31, 2009 and 2008,
respectively.  Total interest expense under the line of credit for
each of the years ending December 31, 2009 and 2008, was $6 and $10,
respectively.





(9)
            Wraparound
      Mortgages





The
properties combined in NPAMLP are subject to nonrecourse wraparound
mortgages.  The wraparound mortgages are cross-collateralized among
the properties owned by NPAMLP.  The wraparound mortgages are
generally secured by liens on the properties and are subordinate to the
third-party underlying mortgage obligations and the purchase money mortgages,
collectively the senior mortgage obligations.  The wraparound
mortgages are payable to NPAEP, and NPAEP is liable to the holders of the senior
mortgage obligations. Generally each wraparound mortgage is secured by liens on
specific properties and is subordinate to the senior mortgage obligations as
stated above. The wraparound mortgages are not subject to any financial
covenants.


F-14


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP


(a
limited partnership)


Notes to
Combined Financial Statements


December
31, 2009 and 2008


(dollars
in thousands)




In prior
years, NPAEP had forgiven the wraparound mortgages remaining after the
disposition of properties that were owned by NPAMLP.  In accordance
with FASB authoritative guidance, such forgiveness from a related party is
accounted for as a capital transaction. There was no forgiveness of wraparound
mortgage indebtedness in 2009 and 2008.





NPAMLP
adjusts the discount on wraparound mortgages for changes in the projected cash
flows.  The resultant increase or decrease in the discount is recorded
as interest expense in the year of the adjustment. Changes in projected cash
flows result primarily from management's re-evaluation of projected cash flows
from tenants as well as additional principal payments arising from property
sales.  In 2009, NPAMLP increased the discount on wraparound mortgages
and recognized a reduction in interest expense in the amount of $597, and in
2008, NPAMLP increased the discount on wraparound mortgages and recognized a
reduction in interest expense in the amount of $2,755.  The amount of
the adjustment to interest expense and presented as discontinued operations in
2008 was $531.





The
wraparound mortgages are scheduled to mature on December 31, 2013 and have a
stated interest rate of 4.1%. Certain wraparound mortgages are fully amortized
over the life of the mortgage loan while other wraparound mortgages require
balloon payments to satisfy the wraparound mortgage
obligations.  Wraparound mortgage principal payment requirements for
the next four (4) years are approximately:





2010
                  
                  
                  7,9702011
                  
                  
                  8,4022012
                  
                  
                  9,9772013
                  
                  
                  130,352





10)
            Investment
      Securities Available for Sale





Investments
in available for sale mutual funds and common stock securities were as follows
as of December 31, 2009, and 2008:





December 31, 2009Gross
                  
                  
                  GrossAmortized
                    Cost
                  
                  
                  Unrealized
                    Gains
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Market
                    ValueMutual
      funds
                  
                  $
                  3,165
                  
                  
                  $
                  71
                  
                  
                  $
                  (18
                  )
                  
                  $
                  3,218Securities
      available for sale
                  
                  $
                  3,165
                  
                  
                  $
                  71
                  
                  
                  $
                  (18
                  )
                  
                  $
                  3,218





December 31, 2008Gross
                  
                  
                  GrossAmortized
                    Cost
                  
                  
                  Unrealized
                    Gains
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Market
                    ValueMutual
      funds
                  
                  $
                  2,690
                  
                  
                  $
                  67
                  
                  
                  $
                  (7
                  )
                  
                  $
                  2,750Common
      stock
                  
                  
                  104
                  
                  
                  
                  -
                  
                  
                  
                  (71
                  )
                  
                  
                  33Securities
      available for sale
                  
                  $
                  2,794
                  
                  
                  $
                  67
                  
                  
                  $
                  (78
                  )
                  
                  $
                  2,783




F-15


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 Notes to
Combined Financial Statements
 December
31, 2009 and 2008
 (dollars
in thousands)


(11)
            Partners’
      Deficit





Following
is a summary of the combined changes in partners’ deficit for the two years
ended December 31, 2009 (in thousands except unit data):





Units
                      
                      
                      Partners’ DeficitGeneral
                        Partners
                      
                      
                      Limited
                        partners
                      
                      
                      Total
                      
                      
                      General
                        partners
                      
                      
                      Limited
                        partners
                      
                      
                      TotalJanuary
      1, 2008,as
      previously reported
                      
                      
                      1,000
                      
                      
                      
                      96,752
                      
                      
                      
                      97,752
                      
                      
                      $
                      (339
                      )
                      
                      $
                      (33,531
                      )
                      
                      $
                      (33,870
                      )Restatement:
      (see Note 14)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (24
                      )
                      
                      
                      (213
                      )
                      
                      
                      (237
                      )January
      1, 2008, as restated
                      
                      
                      1,000
                      
                      
                      
                      96,752
                      
                      
                      
                      97,752
                      
                      
                      
                      (363
                      )
                      
                      
                      (33,744
                      )
                      
                      
                      (34,107
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (60
                      )
                      
                      
                      (5,976
                      )
                      
                      
                      (6,036
                      )Net
      change in unrealized gain on investment securities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      8
                      
                      
                      
                      76
                      
                      
                      
                      84December
      31, 2008
                      
                      
                      1,000
                      
                      
                      
                      96,752
                      
                      
                      
                      97,752
                      
                      
                      
                      (415
                      )
                      
                      
                      (39,644
                      )
                      
                      
                      (40,059
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (42
                      )
                      
                      
                      (6,360
                      )
                      
                      
                      (6,402
                      )Net
      change in unrealized gain on investment securities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7
                      
                      
                      
                      60
                      
                      
                      
                      67December
      31, 2009
                      
                      
                      1,000
                      
                      
                      
                      96,752
                      
                      
                      
                      97,752
                      
                      
                      $
                      (450
                      )
                      
                      $
                      (45,944
                      )
                      
                      $
                      (46,394
                      )




F-16


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 Notes to
Combined Financial Statements
 December
31, 2009 and 2008
 (dollars
in thousands)


(12)
            Commitments
      and Contingencies





Upon
NPAMLP’s formation, the titles of the properties of were to be transferred to
NPAMLP.  State and local laws vary with respect to transfer taxes and
are susceptible to varying interpretations.  NPAMLP’s interpretation
of the laws relating to these transfer taxes could result in significant
adjustments if successfully challenged by the respective taxing authority;
however, a reasonable estimation of the potential liability, if any, cannot be
made at this time.





NPAMLP is
involved in various claims and legal actions arising in the ordinary course of
property operations.  In the opinion of the managing general partner,
the ultimate disposition of these matters will not have a material adverse
effect on NPAMLP’s combined financial statements.





In June
2006, NPAMLP and a limited liability company controlled by Lipkin (“ARJAX”)
entered into an agreement with an anchor tenant (the “Agreement”), whereby the
lease with the anchor tenant would be assigned to NPAMLP or ARJAX effective
February 2009 (the “Effective Date”).  In consideration for the
assignment, the anchor tenant would receive payments totaling $2,550 during the
period from June 2006 through the Effective Date.  To date, ARJAX has
remitted $1,400 to the anchor tenant in accordance with the terms of the
Agreement. In addition, the anchor tenant will be obligated to complete, by the
Effective Date, $500 in repairs or improvements to six other stores leased from
NPAMLP, which would otherwise be the responsibility of NPAMLP. Under the
Agreement, the commitment to the anchor tenant is borne by ARJAX and NPAMLP,
however it is anticipated that ARJAX shall fund all of the consideration due. In
September 2006, NPAMLP sold the property encumbered by the affected anchor
tenant lease to ARJAX.  NPAMLP would be liable for the payments
required under the Agreement should ARJAX fail to do so.  Lipkin has
personally guaranteed the obligations to the anchor tenant under the Agreement.
In June 2008, the Agreement was amended extending the Effective Date to January
31, 2011.





(13)
            Future
      Interest Agreement





In March
2003 NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January
1, 2003 (the “2003 Agreement”), in which NPAEP and PVPG agreed with NPAMLP to
modify the terms of Wrap Mortgages held by NPAEP and PVPG.  The terms
of the 2003 Agreement provided that NPAEP and PVPG: (a) reduce to 4.1% per year
the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap Note that
bears a stated annual interest rate in excess of that amount (the reduction in
the interest rate was evaluated by NPAMLP in accordance with the FASB
authoritative guidance,and was determined not to be a substantial modification of terms as
defined therein); (b) remove certain of the properties secured by the NPAEP and
PVPG Wrap Mortgages from the burden of the cross-default and
cross-collateralization provisions currently contemplated by the Restructuring
Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lien of the
Wrap Mortgages from the Properties upon a sale of or the assignment of a
leasehold estate in any Property prior to the maturity of the applicable Wrap
Note.  In consideration for the above, NPAMLP will modify the NPAEP
Wrap Mortgages and the PVPG Wrap Mortgages to provide that (i) there is an event
of default under the applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as
the case may be, if a judgment or other lien is entered against the title or
lease-holding entity thereby entitling NPAEP or PVPG, as the case may be, to
avail itself of the post-default rights or remedies under the relevant security
document; and (ii) for cross-default and cross-collateralization among the
Unaudited Partnerships and, separately, among the Audited
Partnerships.  In addition NPAMLP shall execute and deliver to NPAEP
or PVPG, as the case may be, a currently recordable deed of future interest (or
assignment of future leasehold interest) sufficient to convey to NPAEP or PVPG,
as the case may be, all of NPAMLP’s right, title, interest and estate in and to
its fee or leasehold interest in the encumbered properties effective upon the
maturity on December 31, 2013 of the NPAEP Wrap Mortgages and the PVPG Wrap
Mortgages unless the Wrap Mortgages have previously been paid in
full.


F-17


NATIONAL
PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
 (a
limited partnership)
 Notes to
Combined Financial Statements
 December
31, 2009 and 2008
 (dollars
in thousands)


The
Managing General Partner believes that the execution and delivery of the 2003
Agreement will have the following effects for NPAMLP: as a result of the
reduction in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap
Notes (i) NPAMLP expects to realize significant reductions in interest that it
otherwise would have been obligated to pay during the period between January 1,
2003 and December 31, 2013 when these loans mature and (ii) NPAMLP will be able
to allocate a greater portion of its available cash flow to principal
repayments.  As a result of the faster repayment of principal, the
Limited Partners will recognize additional taxable income (or smaller tax
losses) in each year from 2003 until the maturity of the NPAEP Wrap Mortgages
and the PVPG Wrap Mortgages.  In addition, the anticipated date of
dissolution of NPAMLP will now occur in 2013 rather than
2015.  Further, because the reduced interest rate is below the
Applicable Federal Rate (“AFR”) prescribed under Section 1274, Internal Revenue
Code of 1986, as amended, investors in certain Partnerships recognized
non-recurring ordinary income (forgiveness of indebtedness) in
2003.  The tax impact of this recognition will depend upon numerous
factors related to each investor’s particular tax situation, including his
marginal tax rate and his suspended passive losses from prior
years.





The Wrap
Mortgages owned by NPAEP are due and payable in substantial “balloon” amounts on
December 31, 2013.  Assuming no sales of Properties by NPAMLP in the
interim period (2010 through 2013) the projected balance due for all of the Wrap
Mortgages at December 31, 2013 is expected to approximate
$109,000.  As described above, in return for the reduction in interest
rate and other consideration set forth above, including the satisfaction of the
Wrap Mortgages due on December 31, 2013, NPAMLP’s general partner has agreed to
deliver deeds of future interest and assignments of leasehold interest, to be
recorded currently, effective December 31, 2013, to NPAEP.  NPAMLP’s
Managing General Partner has determined that it is in the best interests of
NPAMLP and its partners to do so.  The effect of these deeds and
assignments will be to facilitate a transfer of fee and leasehold ownership to
the holders of the Wrap Mortgages at maturity (unless the Wrap Mortgages have
been previously paid in full).  Notwithstanding the foregoing, NPAEP
has agreed in the 2003 Agreement to (a) release the liens of the Wrap Mortgages
and (b) deliver such deeds of future interest, assignments of leasehold
interests, or other documents or instruments as are necessary to facilitate or
effect such sales of the Properties prior to December 31, 2013 as the Managing
General Partner shall otherwise deem desirable.  The costs incurred
arising from the recordation of any of the documents described in the 2003
Agreement shall be borne by NPAEP.  The Managing General Partner
believes that the result of the forgoing actions taken pursuant to the 2003
Agreement will preserve all rights of the Limited Partners under the
Restructuring Agreement, including their right to share in certain sales
proceeds or cash flows prior to maturity of the Wrap Mortgages.





(14)
              Restatement
      of Financial Statements





In 2009,
NPAMLP and the ground lessor on three of its properties recognized that the
ground lease  participation provided for under the terms of the leases had
not been calculated correctly for the years prior to 2008. The participation was
due for several years prior to 2008 and amounted to $237, which was paid by
NPAMLP in the fourth quarter of 2009. For the years prior to 2008, the
cumulative effect of the correction  has been recognized as a prior period
adjustment increasing the Partners’ deficit of NPAMLP, as of January 1, 2008,
from $(33,870) to $(34,107).


F-18