<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2003

                         Commission File Number 0-24816

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
              -----------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

         Delaware                                       23-2610414
 ----------------------------                 -------------------------------
(State of other jurisdiction                 (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 to                          Name of exchange on
    be so registered                                which each class
                                                    is to be registered

            None                                             N/A
-----------------------------                       --------------------

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

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)

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, (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 (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporate by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

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

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                          Yes [X] No [ ]

DOCUMENTS INCORPORATED BY REFERENCE

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

                                                     i

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                                     INDEX

<TABLE>
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                                                                              Page
<S>                                                                           <C>
PART I

  Item 1.     Business.....................................................     1
               I.   Summary................................................     1
               II.  NPAMLP Objectives and Policies.........................     2
               III. Glossary...............................................     4
  Item 2.     Properties...................................................     6
  Item 3.     Legal Proceedings............................................     6
  Item 4.     Submission of Matters to a Vote of Security Holders..........     7

PART II

  Item 5.     Market Price for the Registrant's Common
               Equity and Related Stockholder Matters......................    15
               I.   No Trading Market......................................    15
               II.  Distributions of Cash Flow From Operations.............    15
               III. Proceeds of Sales Distributions........................    15
               IV.  Certain Income Tax Considerations......................    15
  Item 6.     Selected Financial Data......................................    17
  Item 7.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations...............    18
               I.   Liquidity and Capital Resources........................    18
               II.  Critical Accounting Policies...........................    19
               III. Results of Operations..................................    20
               IV.  Tabular Disclosure of Contractual Obligations..........    22
               V.   Indebtedness Secured by the Properties.................    22
  Item 7(a)   Quantitative and Qualitative Disclosures
               About Market Risk...........................................    25
  Item 8.     Financial Statements and Supplementary Data..................    25
  Item 9.     Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.........................    25
  Item 9(a).  Controls and Procedures......................................    25

PART III

  Item 10.    Directors and Executive Officers of the
               Registrant..................................................    26
               I.   Summary................................................    26
               II.  Code of Ethics.........................................    26
               III. Audit Committee Financial Expert.......................    26
  Item 11.    Executive Compensation.......................................    26
  Item 12.    Security Ownership of Certain Beneficial Owners
               and Management..............................................    26
  Item 13.    Certain Relationships and Related Party Transactions.........    26
               I.   Compensation and Fees..................................    26
               II.  Property Management by Affiliate.......................    27
               III. Conflicts of Interest..................................    27
               IV.  Summary of Relationships...............................    28
               V.   Related Party Transactions.............................    28
  Item 14.    Principal Accountant Fees and services ......................    29
               I.   Audit Fees.............................................    29
               II.  Audit Related Fees.....................................    29
               III. Tax Fees...............................................    29
               IV.  All Other Fees.........................................    29

PART IV

  Item 15.    Exhibits, Financial Statement Schedules and
               Reports on Form 8-K.........................................    30
               I.   Documents Filed as Part of this Report.................    30
               II.  Reports of Form 8-K....................................    31

SIGNATURES.................................................................    32
</TABLE>

                                       ii
<PAGE>

                                     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 section 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 37 properties as of December 31, 2003, 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 "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.

         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 will be allocated 99% to the Limited Partners and 1% to the Equity
General Partner.

                                       1
<PAGE>

         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 will begin on January 1 and end 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 in 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 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). It is
intended, however, that by avoiding a foreclosure of Properties, the
Consolidation and Restructuring will 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 attempt to implement, with respect to
the Properties, effective management, leasing, cost control and capital
improvement policies and techniques and thereby 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) 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 will be 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.

         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 free
standing, single tenant retail stores located in 17 states. Of the 37 Properties
owned by NPAMLP, 20 properties have only 1 or 2 tenants ("Single Tenant
Properties"). The tenants in the Single Tenant Properties are primarily national

                                       2
<PAGE>

retailers or supermarkets ("Anchor Tenants"). The 17 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 are usually for 20 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 Tenant is Kmart Corporation and its
subsidiaries ("Kmart") which in 2003 accounted for approximately 39% of the
rental income received by NPAMLP. In January 2002, Kmart filed for protection
under Chapter 11 of the United States Bankruptcy Code. As of December 31, 2003,
NPAMLP had 17 leases with Kmart aggregating approximately 1,632,000 square feet.
NPAMLP's average rent per square foot for all of the Kmart leases as of December
31, 2003, was $3.10. As of December 31, 2003, the total amount due from Kmart
was $206,000. Four stores under lease with Kmart were vacant as of December 31,
2001. Subsequent to its bankruptcy petition, Kmart rejected three of the four
leases and ceased the payment of rent on these leases effective February 1,
2002. These stores are located in Fort Wayne, Indiana; Lake Mary, Florida and
Newberry, South Carolina. Each of the stores for which the leases were rejected
were previously vacated Anchor Tenants in Single Tenant Properties. The fourth
Kmart lease vacant at December 31, 2001 was leased to another Anchor Tenant in
2002. Also, in the second quarter of 2002, leases at the Bowling Green, Ohio and
Hutchinson, Minnesota properties were rejected by Kmart in bankruptcy.

         During the year ended December 31, 1990, NPAMLP sold options for the
purchase of the Fort Wayne, Indiana and Sparks, Nevada properties (the Sparks
property was also leased to Kmart at December 31, 2001). Aggregate proceeds
received from the sale of the options were recorded as a Deposit on sale of
property. Any gain or loss from these transactions was to be recognized at the
date upon which title to the land and buildings was conveyed to the holder of
the option. The option provided that the title to the land and buildings was to
be conveyed to the holder of the option without any additional consideration on
December 11, 2006 for the Sparks property and November 14, 2003 for the Fort
Wayne property, or would be conveyed automatically to the holder of the option
in the event of a default of the underlying tenant leases or mortgages. Under
the option agreements, the bankruptcy filing by Kmart constituted a default on
the tenant leases. During 2002, the Sparks, Fort Wayne and Newberry properties
were disposed which resulted in a net gain, including forgiveness of wraparound
mortgages, net of discounts of $2,128,000, $1,136,000 and $522,000,
respectively. The Hutchinson property was foreclosed and conveyed to the
property's lender in 2003. The foreclosure of the Hutchinson property resulted
in a net gain, including forgiveness of the wraparound mortgage, net of
discounts of $1,197,000.

         The Managing General Partner has had periodic meetings with
representatives of Kmart to review and discuss with them their plans for the
various Kmart stores. In the past, in instances where Kmart stores were
determined to be undersized and inadequate to accommodate Kmart's current needs,
expansions of the existing facilities were undertaken wherever possible.
Discussions and negotiations with sub-tenants and prospective tenants are in
process at the Lake Mary and Bowling Green properties; however, there can be no
assurance new leases can be successfully negotiated or that the rental income
will be comparable. In the event that NPAMLP is not able to obtain comparable
leasing commitments, these properties could be lost to foreclosure. The carrying
value of the Lake Mary property was $7,199,000 and the balance of the related
wraparound mortgages payable, net of discounts, was $5,492,000 as of December
31, 2003. The carrying value of the Bowling Green property was $1,973,000 and
the balance of the related wraparound mortgages payable, net of discounts, was
$5,539,000 as of December 31, 2003.

         As a result of Kmart's January 2002 Chapter 11 filing, NPAMLP could
have difficulty refinancing the aggregate of $11,921,000 of balloon payments
(due over the next 10 years) due on the Third Party Underlying Obligations on
Properties where Kmart is the Anchor Tenant. See "Item 2. Properties."

         In January 2003, Kmart filed its Joint Plan of Reorganization and
corresponding Disclosure Statement with the United States Bankruptcy Court. The
Plan of Reorganization was confirmed in the second quarter of 2003.

                                       3
<PAGE>

                  2. LOCAL TENANTS

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

         The NPAMLP Properties' occupancy rate for Local Tenant space is 76%.
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's.
However, in instances where a multi-tenant Property has Anchor Tenant space and
the Anchor Tenant space is vacant (currently 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 will not engage in any business not related to the operations of
the Properties. Additionally, NPAMLP will 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

         The Managing General Partner has obtained liability insurance covering
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 which covers the
replacement cost of the Properties. In addition, NPAMLP is covered under
fidelity insurance policies in amounts which 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 which
is required to be capitalized or amortized by NPAMLP, pursuant to accounting
principles generally accepted in the United States of America.

         "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.

         "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.

                                       4
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         "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).

         "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.

         "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.

         "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 National Property Analysts Employee Partnership ("NPAEP") and Penn
Valley Pension Group ("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 and as of and 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.

         "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.

                                       5
<PAGE>

         "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, 2003, approximately $35,178,000 had been
applied in reduction of the Threshold Amount.

         "UNAUDITED PARTNERSHIPS" shall mean the Partnerships included in NPAMLP
which were not audited by the Internal Revenue Service.

         "UNITS" shall mean units of limited partnership interest in NPAMLP.

         "WRAP MORTGAGES" shall mean the mortgages securing the Wrap Notes which
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 2.           PROPERTIES

         NPAMLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores. As of December 31, 2003, NPAMLP owned and
operated 37 Properties located in 17 states. Approximately 54% of the Properties
are Single Tenant Properties and 46% are 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. 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.

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.

                                       6
<PAGE>

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

                                       7
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SCHEDULE 1

DESCRIPTION OF PROPERTY TENANT INFORMATION

<TABLE>
<CAPTION>
                                                     TOTAL       AVERAGE
       PROPERTY             TOTAL     OCCUPANCY     MINIMUM       RENT
       LOCATION            GLA (a)      RATE        RENT (b)     PSF (c)
-----------------------   ---------   ---------    ----------   ---------
<S>                       <C>         <C>          <C>          <C>
Ardmore, OK                 216,790        92.5%   $  924,658   $    4.61
Bowling Green, OH           135,203         8.1%       47,100        4.28
Cahokia, IL                  26,000       100.0%       24,133        0.93
Chesapeake, VA              162,020       100.0%      402,725        2.49
Cottage Grove, MN           110,328        74.6%      803,369        9.76
Crescent City, CA            33,000       100.0%       60,000        1.82
Dunmore, PA                  26,475       100.0%       78,696        2.97
East Haven, CT              158,057        98.1%      705,624        4.55
Federal Way, WA              37,560       100.0%       45,000        1.20
Huntington, WV              141,710        32.5%      110,910        2.41
Huntsville, AL              104,000       100.0%      244,400        2.35
Independence, MO            134,634        97.2%      371,814        2.84
International Falls, MN      60,842       100.0%      237,000        3.90
Kalamazoo, MI               120,958       100.0%      566,261        4.68
Lake Mary, FL               107,400       100.0%      345,900        3.22
Lawnside, NJ                102,552       100.0%      498,012        4.86
Lockport, IL                100,828        96.9%      309,247        3.16
Marquette, MI               248,256        93.5%    1,212,293        5.22
Maryville, MO                35,099       100.0%      126,204        3.60
Menominee, MI                82,611       100.0%      197,848        2.39
New Hope, MN                115,492       100.0%      319,462        2.77
North Augusta, SC           109,134        77.0%      360,000        4.29
North Sarasota, FL          134,805       100.0%      540,326        4.01
O' Fallon, MO                91,061       100.0%      358,107        3.93
Oak Lawn, IL                159,233       100.0%      795,270        4.99
Ocala, FL                   103,964       100.0%      226,310        2.18
Painesville, OH              10,125       100.0%      168,011       16.59
Philadelphia, PA            128,006       100.0%      556,500        4.35
San Mateo, CA                84,704       100.0%      476,546        5.63
Sault Ste, Marie, MI         92,650       100.0%      243,234        2.63
Seven Hills, OH             121,677       100.0%      326,070        2.68
Steger, IL                   87,678       100.0%      261,013        2.98
Taylorville, IL              43,127        95.1%      344,880        8.41
Urbana, IL                   55,531       100.0%      444,733        8.01
Waverly, OH                  55,102       100.0%      283,999        5.15
Wheelersburg, OH             38,830         9.4%       21,186        5.79
Yazoo City, MS               81,312        79.9%      222,944        3.43
</TABLE>

(a) Gross Leasable Area.

(b) Based on leases in effect as of December 31, 2003.

(c) Based on occupied space.

                                       8
<PAGE>

SCHEDULE 1, CONTINUED

DESCRIPTION OF PROPERTY TENANT INFORMATION

<TABLE>
<CAPTION>
                                                              MAJOR TENANT INFORMATION
       PROPERTY                                                       ANNUAL        LEASE
       LOCATION                       NAME                 GLA (a)     RENT       EXPIRATION   OPTIONS
----------------------   ------------------------------   --------   ---------    ----------   --------
<S>                      <C>                              <C>        <C>          <C>          <C>
Ardmore, OK              Hobby Lobby                        57,120   $ 106,243     02/26/2005     2 / 5 YR
                         Beall's                            25,632      83,304     04/30/2005     3 / 5 YR
                         Staples                            22,720     124,900     02/28/2009     4 / 5 YR
                         Goody's Family Clothing            26,432     218,064     10/31/2011     2 / 5 YR
Bowling Green, OH        Dollar General                     11,000      47,100     01/31/2006     1 / 3 YR
Cahokia, IL              Goodyear Service Center            26,000      24,133     02/28/2004       None
Chesapeake, VA           Kmart                             162,020     402,725     10/31/2005    6 / 10 YR
Cottage Grove, MN        Rainbow Foods                      70,130     606,624     07/11/2016     6 / 5 YR
Crescent City, CA        Safeway                            33,000      60,000     05/31/2004     5 / 5 YR
Dunmore, PA              Price Chopper                      26,475      78,696     11/30/2005     3 / 5 YR
East Haven, CT           National Wholesale Liquidators     84,180     273,585     01/31/2006     5 / 5 YR
Federal Way, WA          Safeway                            37,560      45,000     10/31/2008     5 / 5 YR
Huntington, WV           Office Depot (b)                   25,900      60,000     02/28/2005     4 / 5 YR
                         CVS                                 7,000      28,000     01/31/2005       None
Huntsville, AL           Kmart                             104,000     244,400     11/30/2010     4 / 5 YR
Independence, MO         Kmart                             116,799     308,634     03/31/2010     5 / 5 YR
International Falls, MN  Kmart                              60,842     237,000     07/31/2006    10 / 5 YR
Kalamazoo, MI            Kmart                              84,180     248,770     02/28/2005     9 / 5 YR
                         SuperPetz, LLC (c)                 18,047     166,935       (c)            None
Lake Mary, FL            Old Time Pottery                  107,400     345,900     03/31/2005       None
Lawnside, NJ             Kmart                             102,552     498,012     06/30/2025    10 / 5 YR
Lockport, IL             Kmart                              54,000     133,684     06/30/2009     9 / 5 YR
                         Sterk's Super Foods, Inc.          35,170     121,603     05/20/2006     3 / 5 YR
Marquette, MI            Kohl's Department Stores, Inc.     85,480     170,960     11/30/2024     9 / 5 YR
                         Younker's                          44,068      92,543     10/01/2011       None
                         J.C. Penney                        33,996     118,286     08/31/2009     4 / 5 YR
Maryville, MO            J.C. Penney                        22,060      65,502     10/31/2006     2 / 5 YR
Menominee, MI            Kmart                              82,611     197,848     04/30/2010     8 / 5 YR
New Hope, MN             Kmart                             115,492     319,462     06/30/2012     9 / 5 YR
North Augusta, SC        North Augusta Flea Mall            84,000     360,000
North Sarasota, FL       Kmart                              84,180     280,440     11/30/2008     9 / 5 YR
                         Bealls                             40,000     141,040     11/20/2008     4 / 5 YR
O' Fallon, MO            Kmart                              83,061     279,415     11/30/2005    10 / 5 YR
Oak Lawn, IL             Home Depot                        104,622     380,000     01/31/2028     5 / 5 YR
                         Jewel Foods                        58,575     415,270     01/03/2009     3 / 5 YR
Ocala, FL                Kmart                             103,964     226,310     06/30/2007     9 / 5 YR
Painesville, OH          CVS                                10,125     168,011     01/31/2019     6 / 5 YR
Philadelphia, PA         Kmart                              91,033     388,500     03/31/2005    10 / 5 YR
                         Acme                               36,973     168,000     06/30/2005     6 / 5 YR
San Mateo, CA            Kmart                              84,704     476,546     01/31/2015       None
Sault Ste. Marie, MI     Kmart                              92,650     243,234     09/30/2016    10 / 5 YR
Seven Hills, OH          Kmart                             121,677     318,595     08/31/2007     8 / 5 YR
Steger, IL               Kmart                              87,678     261,013     11/30/2010    10 / 5 YR
Taylorville, IL          Kroger                             27,958     237,761     03/31/2007     5 / 5 YR
                         CVS                                10,069      81,319     03/31/2007     5 / 5 YR
Urbana, IL               Jerry's IGA                        43,667     370,648     03/31/2007     5 / 5 YR
Waverly, OH              Kroger                             38,268     154,558     11/30/2004     4 / 5 YR
Wheelersburg, OH         No Major Tenants
Yazoo City, MS           Miss. Baptist Medical Ctr.         20,116      61,957     05/31/2005     1 / 5 YR
                         Family Dollar Stores               10,846      59,000     06/30/2008     6 / 5 YR
                         Sunflower Supermarket              20,000      45,000     04/30/2005     1 / 5 YR
</TABLE>

(a) Gross Leasable Area.

(b) Tenant pays percentage rent only - amount based on projected sales for 2004.

(c) Month-to-month lease

                                       9



































<PAGE>

SCHEDULE 2

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                     2004                                2005
                                                       --------------------------------    --------------------------------
                                           TOTAL       NUMBER                              NUMBER
      PROPERTY               TOTAL        MINIMUM        OF        MINIMUM                   OF        MINIMUM
      LOCATION              GLA (a)        RENT        TENANTS       RENT         S.F.     TENANTS       RENT         S.F.
-----------------------    ---------    -----------    -------    ----------    -------    -------   -----------   --------
<S>                        <C>          <C>            <C>        <C>           <C>        <C>       <C>           <C>
Ardmore, OK                  216,790    $   924,658       5       $   63,570     12,123       9      $   297,978    106,075
Bowling Green, OH            135,203         47,100
Cahokia, IL                   26,000         24,133       1           24,133     26,000
Chesapeake, VA               162,020        402,725                                           1          402,725    162,020
Cottage Grove, MN            110,328        803,369                                           3           76,725      8,550
Crescent City, CA             33,000         60,000       1           60,000     33,000
Dunmore, PA                   26,475         78,696                                           1           78,696     26,475
East Haven, CT               158,057        705,624       2           64,850      9,350       1           27,000      4,500
Federal Way,  WA              37,560         45,000
Huntington, WV               141,710        110,910       1            7,500        735       3           33,892     33,635
Huntsville, AL               104,000        244,400
Independence, MO             134,634        371,814
International Falls, MN       60,842        237,000
Kalamazoo, MI                120,958        566,261                                           4          462,278    108,355
Lake Mary, FL                107,400        345,900       1          345,900    107,400
Lawnside, NJ                 102,552        498,012
Lockport, IL                 100,828        309,247                                           1           22,530      3,755
Marquette, MI                248,256      1,212,293       5          139,317     11,418       8          157,656     12,733
Maryville, MO                 35,099        126,204       1           27,000      4,145       3           29,375      8,750
Menominee, MI                 82,611        197,848
New Hope, MN                 115,492        319,462
North Augusta, SC            109,134        360,000
North Sarasota, FL           134,805        540,326       1           14,376      1,200       2           64,300      7,025
O' Fallon, MO                 91,061        358,107       1           20,000      2,000       1          279,415     83,061
Oak Lawn, IL                 159,233        795,270
Ocala, FL                    103,964        226,310
Painesville, OH               10,125        168,011
Philadelphia, PA             128,006        556,500                                           2          556,500    128,006
San Mateo, CA                 84,704        476,546
Sault Ste. Marie, MI          92,650        243,234
Seven Hills, OH              121,677        326,070
Steger, IL                    87,678        261,013
Taylorville, IL               43,127        344,880                                           1           15,000      3,000
Urbana, IL                    55,531        444,733                                           2           17,125      2,800
Waverly, OH                   55,102        283,999       4          211,634     46,068       3           72,365      9,034
Wheelersburg, OH              38,830         21,186       2           74,651     27,228
Yazoo City,  MS               81,312        222,944                                           2          106,957     40,116

                           ---------    -----------    ----       ----------    -------    ----      -----------   --------
TOTALS                     3,656,754     13,259,785      25        1,052,931    280,667      47        2,700,517    747,890
                           ---------    -----------    ----       ----------    -------    ----      -----------   --------

ANNUAL % TO TOTAL              100.0%         100.0%                     7.9%       7.7%                    20.4%      20.5%
                           ---------    -----------               ----------    -------              -----------   --------
CUMULATIVE %                                                            33.6%      28.8%                    54.0%      49.3%
                                                                  ----------    -------              -----------   --------
</TABLE>

(a) Gross Leasable Area.

                                       10
<PAGE>

SCHEDULE 2, CONTINUED

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                     2006                                2007
                                                       --------------------------------    --------------------------------
                                           TOTAL       NUMBER                              NUMBER
      PROPERTY               TOTAL        MINIMUM        OF        MINIMUM                   OF        MINIMUM
      LOCATION              GLA (a)        RENT        TENANTS       RENT         S.F.     TENANTS       RENT         S.F.
-----------------------    ---------    -----------    -------    ----------    -------    -------   -----------   --------
<S>                        <C>          <C>            <C>        <C>           <C>        <C>       <C>           <C>
Ardmore, OK                  216,790    $   924,658       3       $   57,632      7,063       3       $  122,733     13,419
Bowling Green, OH            135,203         47,100       1           47,100     11,000
Cahokia, IL                   26,000         24,133
Chesapeake, VA               162,020        402,725
Cottage Grove, MN            110,328        803,369
Crescent City, CA             33,000         60,000
Dunmore, PA                   26,475         78,696
East Haven, CT               158,057        705,624       1          273,585     84,180       1           26,400      3,500
Federal Way,  WA              37,560         45,000
Huntington, WV               141,710        110,910       1           10,440      1,305
Huntsville, AL               104,000        244,400
Independence, MO             134,634        371,814       1           10,980      1,800       2           43,800     11,040
International Falls, MN       60,842        237,000       1          237,000     60,842
Kalamazoo, MI                120,958        566,261
Lake Mary, FL                107,400        345,900
Lawnside, NJ                 102,552        498,012
Lockport, IL                 100,828        309,247       1          121,603     35,170       1           13,857      2,053
Marquette, MI                248,256      1,212,293      10          231,647     27,407       5          168,407     11,529
Maryville, MO                 35,099        126,204       1           71,017     22,204
Menominee, MI                 82,611        197,848
New Hope, MN                 115,492        319,462
North Augusta, SC            109,134        360,000
North Sarasota, FL           134,805        540,326       1           26,400      1,500
O' Fallon, MO                 91,061        358,107       1           29,862      3,000       1           24,000      3,000
Oak Lawn, IL                 159,233        795,270
Ocala, FL                    103,964        226,310                                           1          226,310    103,964
Painesville, OH               10,125        168,011
Philadelphia, PA             128,006        556,500
San Mateo, CA                 84,704        476,546
Sault Ste. Marie, MI          92,650        243,234
Seven Hills, OH              121,677        326,070                                           1          318,595    121,677
Steger, IL                    87,678        261,013
Taylorville, IL               43,127        344,880       1           10,800      2,100       2          319,080     38,027
Urbana, IL                    55,531        444,733                                           3          415,608     51,331
Waverly, OH                   55,102        283,999
Wheelersburg, OH              38,830         21,186
Yazoo City,  MS (b)           81,312        222,944       1           31,200      9,600       2 (b)       13,037      1,445

                           ---------    -----------    ----       ----------    -------    ----      -----------   --------
TOTALS                     3,656,754     13,259,785      24        1,159,266    267,171      22        1,691,827    360,985
                           ---------    -----------    ----       ----------    -------    ----      -----------   --------
ANNUAL % TO TOTAL              100.0%         100.0%                     8.7%       7.3%                    12.8%       9.9%
                           ---------    -----------               ----------    -------              -----------   --------
CUMULATIVE %                                                            62.7%      56.6%                    75.5%      66.5%
                                                                  ----------    -------              -----------   --------
</TABLE>

(a) Gross Leasable Area.

(b) In 2007, one of the two lease expirations represents an expiring ground
    lease ($6,000).

                                       11
<PAGE>

SCHEDULE 2, CONTINUED

TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                                    2008
                                                       -------------------------------
                                           TOTAL       NUMBER
        PROPERTY             TOTAL        MINIMUM        OF       MINIMUM
        LOCATION            GLA (a)         RENT       TENANTS      RENT        S.F.
-----------------------    ---------    -----------    -------    --------    --------
<S>                        <C>          <C>            <C>        <C>         <C>
Ardmore, OK                  216,790    $   924,658       2       $ 78,944       9,650
Bowling Green, OH            135,203         47,100
Cahokia, IL                   26,000         24,133
Chesapeake, VA               162,020        402,725
Cottage Grove, MN            110,328        803,369
Crescent City, CA             33,000         60,000
Dunmore, PA                   26,475         78,696
East Haven, CT               158,057        705,624       3        190,889      20,500
Federal Way,  WA              37,560         45,000       1         45,000      37,560
Huntington, WV               141,710        110,910       3         46,090       8,535
Huntsville, AL               104,000        244,400
Independence, MO             134,634        371,814
International Falls, MN       60,842        237,000
Kalamazoo, MI                120,958        566,261       1        103,983      12,603
Lake Mary, FL                107,400        345,900
Lawnside, NJ                 102,552        498,012
Lockport, IL                 100,828        309,247
Marquette, MI                248,256      1,212,293
Maryville, MO                 35,099        126,204
Menominee, MI                 82,611        197,848
New Hope, MN                 115,492        319,462
North Augusta, SC            109,134        360,000
North Sarasota, FL           134,805        540,326       2        421,480     124,180
O' Fallon, MO                 91,061        358,107
Oak Lawn, IL                 159,233        795,270
Ocala, FL                    103,964        226,310
Painesville, OH               10,125        168,011
Philadelphia, PA             128,006        556,500
San Mateo, CA                 84,704        476,546
Sault Ste. Marie, MI          92,650        243,234
Seven Hills, OH              121,677        326,070
Steger, IL                    87,678        261,013
Taylorville, IL               43,127        344,880
Urbana, IL                    55,531        444,733
Waverly, OH                   55,102        283,999
Wheelersburg, OH              38,830         21,186
Yazoo City,  MS               81,312        222,944       1         59,000      10,846
                           ---------    -----------    ----       --------    --------
TOTALS                     3,656,754     13,259,785      13        945,386     223,874
                           ---------    -----------    ----       --------    --------
ANNUAL % TO TOTAL              100.0%         100.0%                   7.1%        6.1%
                           ---------    -----------               --------    --------
CUMULATIVE %                                                          82.6%       72.6%
                                                                  --------    --------
</TABLE>

(a) Gross Leasable Area.

                                       12
<PAGE>

SCHEDULE 3

                       THIRD PARTY UNDERLYING OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                                               PRINCIPAL
       PROPERTY                                                   MORTGAGE    INTEREST                         BALANCE AT
       LOCATION                       MORTGAGEE(S)                  TYPE        RATE         DUE DATE          31-DEC-03
-----------------------    -----------------------------------    --------    --------   -----------------    -----------
<S>                        <C>                                    <C>         <C>        <C>                  <C>
Ardmore, OK                GMAC Mortgage Company                    1st         8.59%          01-Apr-2010    $ 6,578,755
Bowling Green, OH          Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      2,422,873
Cahokia, IL                NONE
Chesapeake, VA             John Hancock Real Estate Finance         1st         8.00%          01-Jan-2004          5,142
                           Lawrence Kadish                          2nd         9.00%          01-Jan-2006        492,849
Cottage Grove, MN          IDS Life Insurance (d)                   1st         8.75%          01-Nov-2016      4,685,581
Crescent City, CA          Firstrust Bank (c)                       1st         8.00%          01-Feb-2005        125,135
Dunmore, PA                NONE
East Haven, CT             Aetna Life Insurance Company             1st         8.88%          01-Sep-2005        626,911
                           Beal Bank                                2nd         8.53%          01-Aug-2005      1,036,392
Federal Way, WA            Firstrust Bank (c)                       1st         8.00%          01-Feb-2005         93,851
Huntington, WV             Suburban Capital Markets, Inc. (a)       1st         9.13%          01-Feb-2007      1,450,495
Huntsville, AL             Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008        669,354
Independence, MO           Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      1,517,831
International Falls, MN    Developers Diversified                   1st         8.75%          01-Aug-2013      1,522,641
Kalamazoo, MI              NONE
Lake Mary, FL              Kidder Peabody Mortgage Capital          1st         7.88%          01-Jan-2016      7,786,969
Lawnside, NJ               Wachovia Securities                      1st         8.71%          15-Sep-2020      4,740,629
Lockport, IL               Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      1,574,396
Marquette, MI              Union Labor Life Insurance Co. (e)       1st         7.88%          27-Feb-2004      5,527,666
Maryville, MO              NONE
Menominee, MI              NONE
New Hope, MN               Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      1,659,244
North Augusta, SC          NONE
North Sarasota, FL         Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      3,016,806
O' Fallon, MO              Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      2,206,040
Oak Lawn, IL               American Express Financial Corp.         1st         5.00%          01-Dec-2008      1,860,606
Ocala, FL                  B & K Properties                         1st         9.00%          01-Mar-2013      1,277,857
Painesville, OH            Credit Suisse First Boston               1st         6.48%          06-Dec-2018      1,790,070
Philadelphia, PA           Equitable Life Assurance Society         1st         9.25%          01-Jun-2010      1,919,784
San Mateo, CA              Amerus Capital Management                1st         8.25%          01-Feb-2005        557,588
Sault Ste. Marie, MI       EDC County of Chippewa, MI               1st         6.70%          01-Jan-2007        530,000
Seven Hills, OH            B & K Properties                         1st         9.75%          01-Nov-2012      1,587,070
Steger, IL                 Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      2,149,475
Taylorville, IL            Suburban Capital Markets, Inc. (a)       1st         9.13%          01-Feb-2007      1,251,158
Urbana, IL                 Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      2,338,026
Waverly, OH                Suburban Capital Markets, Inc. (a)       1st         9.13%          01-Feb-2007      1,251,158
Wheelersburg, OH           NONE
Yazoo City,  MS            Credit Suisse First Boston (b)           1st         7.05%          31-Jul-2008      1,084,164
</TABLE>

(a) Mortgages are cross - collateralized and cross - defaulted.

(b) Mortgages are cross - collateralized and cross - defaulted.

(c) Mortgages are cross - collateralized and cross - defaulted.

(d) Loan is callable on November 1, 2006.

(e) Five year extention of loan term was negotiated with lender.

      The extention will be finalized in the first quarter of 2004.

                                       13
<PAGE>

SCHEDULE 3, CONTINUED

                       THIRD PARTY UNDERLYING OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                                          OWNERSHIP
                                                                              ANNUAL       BALLOON        INTEREST
       PROPERTY                                                   MORTGAGE     DEBT         DUE AT           FEE/
       LOCATION                       MORTGAGEE(S)                  TYPE      SERVICE     EXPIRATION      LEASEHOLD
------------------------   -----------------------------------    --------   ---------    -----------     ---------
<S>                        <C>                                    <C>        <C>          <C>             <C>
Ardmore, OK                GMAC Mortgage Company                    1st      $ 627,994    $ 6,137,464        Fee
Bowling Green, OH          Credit Suisse First Boston (b)           1st        206,223      2,245,006        Fee
Cahokia, IL                NONE                                                                              Fee
Chesapeake, VA             John Hancock Real Estate Finance         1st        334,776              0     Leasehold
                           Lawrence Kadish                          2nd         44,356              0
Cottage Grove, MN          IDS Life Insurance (d)                   1st        636,272        105,663        Fee
Crescent City, CA          Firstrust Bank (c)                       1st         49,731              0        Fee
Dunmore, PA                NONE                                                                           Leasehold
East Haven, CT             Aetna Life Insurance Company             1st        381,258              0        Fee
                           Beal Bank                                2nd        116,716        985,836
Federal Way, WA            Firstrust Bank (c)                       1st         37,298              0        Fee
Huntington, WV             Suburban Capital Markets, Inc. (a)       1st        132,348      1,450,495        Fee
Huntsville, AL             Credit Suisse First Boston (b)           1st         56,976        620,216     Leasehold
Independence, MO           Credit Suisse First Boston (b)           1st        129,192      1,406,404        Fee
International Falls, MN    Developers Diversified                  Wrap        236,250              0        Fee
Kalamazoo, MI              NONE                                                                           Leasehold
Lake Mary, FL              Kidder Peabody Mortgage Capital          1st        919,440              0        Fee
Lawnside, NJ               Wachovia Securities                      1st        442,483              0        Fee
Lockport, IL               Credit Suisse First Boston (b)           1st        134,004      1,458,817        Fee
Marquette, MI              Union Labor Life Insurance Co. (e)       1st        615,161      5,527,666     Leasehold
Maryville, MO              NONE                                                                           Leasehold
Menominee, MI              NONE                                                                           Leasehold
New Hope, MN               Credit Suisse First Boston (b)           1st        141,216      1,537,436        Fee
North Augusta, SC          NONE                                                                           Leasehold
North Sarasota, FL         Credit Suisse First Boston (b)           1st        256,764      2,795,338        Fee
O' Fallon, MO              Credit Suisse First Boston (b)           1st        187,764      2,044,091        Fee
Oak Lawn, IL               American Express Financial Corp.         1st        422,249              0     Leasehold
Ocala, FL                  B & K Properties                         1st        217,350              0        Fee
Painesville, OH            Credit Suisse First Boston               1st        168,011              0        Fee
Philadelphia, PA           Equitable Life Assurance Society         1st        395,220              0     Leasehold
San Mateo, CA              Amerus Capital Management                1st        474,046              0     Leasehold
Sault Ste. Marie, MI       EDC County of Chippewa, MI               1st        131,320              0        Fee
Seven Hills, OH            B & K Properties                         1st        263,917         66,537     Leasehold
Steger, IL                 Credit Suisse First Boston (b)           1st        182,952      1,991,678        Fee
Taylorville, IL            Suburban Capital Markets, Inc. (a)       1st        114,156      1,251,158        Fee
Urbana, IL                 Credit Suisse First Boston (b)           1st        198,996      2,166,387        Fee
Waverly, OH                Suburban Capital Markets, Inc. (a)       1st        114,156      1,251,158        Fee
Wheelersburg, OH           NONE                                                                              Fee
Yazoo City,  MS            Credit Suisse First Boston (b)           1st         92,280      1,004,575        Fee
</TABLE>

(a) Mortgages are cross - collateralized and cross - defaulted.

(b) Mortgages are cross - collateralized and cross - defaulted.

(c) Mortgages are cross - collateralized and cross - defaulted.

(d) Loan is callable on November 1, 2006.

(e) Five year extention of loan term was negotiated with lender.

         The extention will be finalized in the first quarter of 2004.

                                       14
<PAGE>

                                     PART II

ITEM 5.           MARKET PRICE FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

                  I. NO TRADING MARKET

         There is no trading market for the Units in NPAMLP. NPAMLP Units are
not transferrable 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, 2003, 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. All proceeds not utilized for NPAMLP purposes will, after making the
payments required by the Restructuring Agreement with respect to the Wrap
Mortgages, 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.

         As and when the Properties are sold or otherwise disposed of (and
whether

                                       15
<PAGE>

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-free 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. Except in the unlikely event that 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.

                                       16
<PAGE>

ITEM 6.           SELECTED FINANCIAL DATA

         The following is selected financial data for NPAMLP for the five years
ended December 31, 2003, derived from the audited financial statements of NPAMLP
prepared in conformity with accounting principles generally accepted in the
United States of America. The selected financial data set forth below should be
read in conjunction with "Managements Discussion and Analysis of Financial
Condition and Results of Operations" and with the Combined Financial Statements
of NPAMLP and the notes thereto included elsewhere in this Form 10-K.

                             Year Ended December 31
                      (In Thousands, except per unit data)

<TABLE>
<CAPTION>
                                        2003         2002         2001         2000         1999
                                      ---------    ---------    ---------    ---------    ---------
<S>                                   <C>          <C>          <C>          <C>          <C>
INCOME:
Rental income                         $  14,756    $  14,633    $  15,064    $  15,535    $  16,067
Other charges to tenants                  4,281        4,259        4,408        4,585        5,017
Interest income                             208          217          230          262          228
Other income                                  -            -            -            -          150
                                      ---------    ---------    ---------    ---------    ---------
TOTAL INCOME                             19,245       19,109       19,702       20,382       21,462
                                      ---------    ---------    ---------    ---------    ---------

OPERATING EXPENSES:
Interest expense                         13,174       13,186       13,012       13,395       13,615
Other operating expenses                  9,464        8,506        7,902        8,297        8,345
Depreciation and
 amortization                             5,752        5,693        5,665        5,905        5,941
                                      ---------    ---------    ---------    ---------    ---------
TOTAL OPERATING EXPENSES                 28,390       27,385       26,579       27,597       27,901
                                      ---------    ---------    ---------    ---------    ---------
   OPERATING LOSS                        (9,145)      (8,276)      (6,877)      (7,215)      (6,439)
                                      ---------    ---------    ---------    ---------    ---------

OTHER INCOME (EXPENSE):
Realized gain (loss) on
 investment securities                       97         (185)           -            -            -
Gain (loss) on disposition
 of properties                                -            -            -        1,769       (3,415)
Forgiveness of wraparound
 mortgages payable on
 disposition of properties                1,237       10,770            -            -        4,240
                                      ---------    ---------    ---------    ---------    ---------
(LOSS) INCOME FROM
 CONTINUING OPERATIONS                   (7,811)       2,309       (6,877)      (5,446)      (5,614)

DISCONTINUED OPERATIONS:
Gain (loss) from operations of
 discontinued components (including
 gain (loss) on disposition of
 properties of $923 and ($3,548)
 For the years ended December 31,
 2003 and 2002; and write-down of
 $413 and $250 for the years
 ended December 31, 2002
 and 2001)                                  808       (5,064)      (1,549)      (1,238)      (1,109)
                                      ---------    ---------    ---------    ---------    ---------
NET LOSS                              $  (7,003)   $  (2,755)   $  (8,426)   $  (6,684)   $  (6,723)
                                      =========    =========    =========    =========    =========
PER UNIT DATA:
Operating loss                        $  (93.55)   $  (84.66)   $  (70.35)   $  (73.81)   $  (65.87)
                                      =========    =========    =========    =========    =========
Net loss                              $  (71.64)   $  (28.18)   $  (86.20)   $  (68.38)   $  (68.78)
                                      =========    =========    =========    =========    =========

Weighted average units
 outstanding                             97,752       97,752       97,752       97,752       97,752
                                      =========    =========    =========    =========    =========

ASSETS:
Rental property - net                 $  76,455    $  83,180    $ 106,937    $ 109,008    $ 116,667
Other assets                              6,134        8,695        7,710        7,897        7,420
                                      ---------    ---------    ---------    ---------    ---------
TOTAL ASSETS                          $  82,589    $  91,875    $ 114,647    $ 116,905    $ 124,087
                                      =========    =========    =========    =========    =========

LIABILITIES AND PARTNERS' DEFICIT:
Wraparound mortgages payable
 less: unamortized discount
 based on imputed interest
 rate of 12%                          $ 128,443    $ 130,427    $ 149,877    $ 144,409    $ 144,223
Other liabilities                         7,286        7,678        8,223        7,521        8,205
                                      ---------    ---------    ---------    ---------    ---------
Total liabilities                     $ 135,729    $ 138,105    $ 158,100    $ 151,930    $ 152,428
Partners' deficit                       (53,140)     (46,230)     (43,453)     (35,025)     (28,341)
                                      ---------    ---------    ---------    ---------    ---------

TOTAL LIABILITIES AND
 PARTNERS' DEFICIT                    $  89,589    $  91,875    $ 114,647    $ 116,905    $ 124,087
                                      =========    =========    =========    =========    =========
</TABLE>

                                       17
<PAGE>

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, 2003, the Third Party Underlying Obligations were
current for all the Properties except for the property located in San Mateo,
California.

         With respect to the San Mateo property, Kmart remits its rent directly
to the holder of the Third Party Underlying Obligation in accordance with the
loan documents. A portion of the rent due for 2002 was a pre-petition obligation
of Kmart and was not paid to the lender. The lender has not issued a default
notice for this mortgage.

         As of December 31, 2003, the net book value and net Wrap Mortgage
balance for this Property is:

<TABLE>
<CAPTION>
Property       Net Book Value     Net Wrap Mortgage Balance
--------       --------------     -------------------------
<S>            <C>                <C>
San Mateo        1,742,000                  2,413,000
</TABLE>

See "Item 7. Management's Discussion and Analysis of Financial Condition - II
Critical Accounting Policies."

         C. WORKING CAPITAL

         As of December 31, 2003, NPAMLP has working capital of approximately
$1,733,000 excluding amounts due to the Managing General Partner and the Pension
Groups of $1,437,000 and $662,000, respectively. NPAMLP's operating budget for
2004 projects positive cash flow of approximately $200,000.

         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 is expected.
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, 2003, the Managing General Partner has advanced
approximately $1,437,000 to 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 balloons
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. See "Item
2. Properties."

                                       18
<PAGE>

         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, 2003,
NPAMLP was obligated for approximately $1,087,000 of capital commitments which
were primarily for property redevelopment. The 2004 operating budget for the
Properties provides for approximately $318,000 in capital repair reserves.

         During 2003, NPAMLP had two outstanding lines of credit with E&H
Properties, Inc., an affiliate of NPA ("E&H"), under which E&H would advance up
to $1.25 million to NPAMLP for purposes of making Capital and Tenant
Improvements (the "NPAMLP Lines"). The NPAMLP Lines include a $1,000,000 line of
credit (the "Hudson Line") and a $250,000 line of credit (the "Firstrust Line").
Pursuant to the NPAMLP Lines, the obligation of E&H to make advances to NPAMLP
is at all times in the sole and absolute discretion of E&H. At December 31,
2003, there were $1,093,000 of advances and $19,000 in accrued interest was due
under the NPAMLP Lines.

         Amounts advanced pursuant to the Hudson Line and Firstrust Line bear
interest at the Prime Rate as published in the Wall Street Journal's "Money
Rates" section. Amounts advanced pursuant to the Firstrust Line are secured by a
$250,000 mortgage and an assignment of rents and leases on the property in Sault
Ste. Marie, Michigan.

         In 1999, E&H secured a line of credit with Firstrust Bank of
Conshohocken, PA ("Firstrust Bank"), which will enable E&H to fund the Firstrust
Line and the Hudson Line in order to finance Capital and Tenant Improvements
(the "E&H Firstrust Line").

         At December 31, 2003, the E&H Firstrust Line permitted E&H to borrow up
to $2,500,000 which it can loan to NPAMLP and can use for E&H's general working
capital.

         Pursuant to the promissory note executed with respect to the E&H
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 "E&H Firstrust Borrowing Rate"). The
current E&H Firstrust Borrowing Rate is 4.00%.

         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 E&H and the Guaranty
and Suretyship Agreements contain a confession of judgment against EBL&S
Property Management, Inc. and Edward B. Lipkin.

         At December 31, 2003, $1,093,000 has been advanced and $19,000 in
accrued interest was due under the NPAMLP Lines and $1,133,000 has been borrowed
under the E&H Firstrust Line, respectively.

         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, 2003, approximately $25,000 was provided to tenants in 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 judgement and estimation.

         In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Asset. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of. However, SFAS No. 144 retains the
fundamental provisions of SFAS No. 121 for (a) recognition and measurement of
the impairment of long-lived assets to be held and (b) measurement of long-lived
assets to be disposed of by sale. SFAS No. 144 supercedes the accounting and
reporting

                                       19
<PAGE>

provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business. However, SFAS No. 144
retains the requirements of APB Opinion No. 30 to report discontinued operations
separately from continuing operations and extends that reporting to a component
of an entity that either has been disposed of (by sale, by abandonment, or in
distribution to owners), or is classified as held for sale.

         NPAMLP adopted SFAS No. 144 on January 1, 2002 and accordingly, the
results of operations of the properties disposed of or held for sale during the
years ended December 31, 2003 and 2002 have been classified as Discontinued
operations in the Statement of Operations and Changes in Partners' Deficit for
the three years ended December 31 2003, 2002 and 2001. The gain reported in
discontinued components was $808,000 for the year ended December 31, 2003. For
the years ended December 31, 2002 and 2001, a loss of $5,064,000 and $1,549,000,
respectively, was reported in discontinued operations. See "Item 6. Selected
Financial Data."

         As required by SFAS No. 144, 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. 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.

         During the year ended December 31, 2002, an analysis of the estimated
future undiscounted cash flows from the Hutchinson, Minnesota property indicated
that the property might be impaired. A write-down of $413,000 was required under
SFAS No. 144 and is included in discontinued components for the year ended
December 31, 2002. During the year ended December 31, 2001, an analysis of the
estimated future undiscounted cash flows from the Borger, Texas property
indicated that the property might be impaired. A write-down of $250,000 was
required under SFAS No. 121 and is included in Write-down of rental property for
the year ended December 31, 2001. The estimated fair value of these properties
was determined by management based on projected cash flows and market trends. In
July 2003, the Hutchinson property was foreclosed by the property's lender (see
"Results of Operations - Property Dispositions During Fiscal 2003" below).

                  III. RESULTS OF OPERATIONS

         A. PROPERTY DISPOSITIONS DURING FISCAL 2003

         NPAMLP owned 37 and 40 properties at December 31, 2003, and 2002,
respectively. As a result of Kmart's bankruptcy petition and subsequent
rejection of certain leases, the Sparks, Fort Wayne and Newberry properties were
disposed and the Lake Mary property could be disposed. Also, the Kmart lease at
the Bowling Green property was rejected during the second quarter of 2002. See
"Item 1. Business - II. NPAMLP Objectives and Policies - B. Competition for
Tenants - Anchor Tenants."

         During the first quarter of 2003 NPAMLP sold the Escanaba, MI property
and the vacant anchor tenant space at the Wheelersburg, OH property. The net
gain on sale of the Escanaba property, including the forgiveness of wraparound
mortgages payable, net of discounts was $495,000. The net gain on the sale of
the vacant anchor tenant space at the Wheelersburg property was $336,000.

         During the second quarter of 2003 the Clackamas, OR property was
conveyed to the holder of a 1995 option agreement in accordance with its terms.
The net gain on this transaction, including the forgiveness of wraparound
mortgages payable, net of discounts was $186,000. In addition, the Hutchinson,
MN property was foreclosed by the holder of the Third Party Underlying Mortgage.
As a result, NPAMLP recorded a net gain in disposition of properties, including
forgiveness of wraparound mortgages, net of discounts in the amount of
$1,197,000.

         B. PROPERTY ACQUISITIONS DURING FISCAL 2001

         During 2001, a property located in Lawnside, New Jersey was acquired to
complete a 2000 transaction structured to be a tax-free exchange in accordance
with Section 1031 of the Internal Revenue Code. See "Item 5. Market Price for
the Registrant's Common Equity and Related Stockholder Matters - IV. Certain
Income Tax Consequences - A. Recognition of Gain."

                                       20
<PAGE>

         C. FULL FISCAL YEARS

         Over the five year period ended December 31, 2003, NPAMLP disposed of
14 Properties and acquired 2 Properties. Between 1999 and 2001, 2 Properties
were disposed and 2 Properties were acquired in transactions structured to be
tax-free exchanges in accordance with Section 1031 of the Internal Revenue Code.
The net number of Properties owned and disposed of by year are as follows:

<TABLE>
<CAPTION>
                                            2003          2002         2001         2000      1999
                                            ----          ----         ----         ----      ----
<S>                                         <C>           <C>          <C>          <C>       <C>
Beginning of year                            40            49           48           48        49
Properties (acquired) disposed                3             9           (1)           -         1
                                            ---           ---          ---          ---       ---
End of year                                  37            40           49           48        48
                                            ===           ===          ===          ===       ===
</TABLE>

         The disposition of Properties resulted in "Net (loss) gain on
disposition of properties" and "Forgiveness of wraparound mortgages payable on
disposition of properties" as reflected in the financial statements.

         The following table reflects the operating results (in thousands) for
NPAMLP for the years ended December 31, 2003, 2002, 2001, 2000 and 1999,
excluding the operating results for 14 Properties that were disposed and 2
Properties that were acquired during the five year period. The table is
presented in order to facilitate an understanding of the operating results and
trends of NPAMLP.

<TABLE>
<CAPTION>
                          2003        2002        2001        2000        1999
                          ----        ----        ----        ----        ----
<S>                      <C>         <C>         <C>         <C>         <C>
INCOME:

Rental income            $13,442     $13,351     $13,520     $13,460     $13,693
Other charges
 to tenant                 3,888       3,936       4,201       4,089       4,554
Interest income              195         216         220         239         210
Other income                   -           -           -           -         150
                         -------     -------     -------     -------     -------

TOTAL INCOME              17,525      17,503      17,941      17,788      18,607
                         -------     -------     -------     -------     -------

OPERATING EXPENSES:

Interest expense           8,455       8,322       8,197       7,944       7,766
Other operating
 expenses                  9,105       8,660       8,061       7,973       7,979
Depreciation and
 amortization              5,366       5,312       5,276       5,249       5,209
                         -------     -------     -------     -------     -------
TOTAL OPERATING
 EXPENSES                 22,926      22,294      21,534      21,166      20,954
                         -------     -------     -------     -------     -------
OPERATING LOSS           $(5,674)    $(4,791)    $(3,593)    $(3,378)    $(2,347)
                         =======     =======     =======     =======     =======
</TABLE>

         The fluctuations in "Rental Income" between years has been modest and
did not exceed 1.7% for any of the years presented. This is consistent with the
Property portfolio which has a significant portion of space rented to Anchor
Tenants under long term leases. Variances from year to year are primarily a
result of increased or decreased percentage rental income which is derived from
tenant sales. Anchor Tenant sales depend largely on the overall economy,
however, also during 2002, NPAMLP's major tenant (Kmart) filed for bankruptcy
protection. This has resulted in a general decrease in Rental income and Other
charges to tenants as well as an increase in Other operating expenses.

         The reduction in Other charges to tenants between 2001 and 2002 was
primarily a result of reduced common area maintenance reimbursements which
primarily resulted from reduced snow removal expenses during 2001.

         The Properties are financed by long term fixed rate debt and
consequently fluctuations between 1999 and 2003 did not exceed 3.2% for any of
these years.

         The increase in Other operating expenses between 2001 and 2003 was
primarily a result of increased general and administrative costs. Between 2001
and 2002, these costs included a large increase in bad debt expense which was
partially due to direct write-offs of uncollectible accounts receivable and to
an increase in the allowance for bad debt. The allowance and corresponding
expense was increased by $220,000 due to the Kmart bankruptcy and management's
recent experience with other uncollectible accounts from tenants other than
Kmart. Also, additional legal and other professional fees were incurred as a
result of the Kmart bankruptcy, which further increased NPAMLP's general and
administrative expenses between 2001 and 2002 and between 2002 and 2003. An
additional increase in Other operating expenses between 2002 and 2003 resulted
from increased repairs and maintenance expenses which included environmental
remediation incurred in connection with the preparation of new tenant space.

         The increases in depreciation and amortization between 1999 and 2003
are due to capital improvements.

                                       21
<PAGE>

                  IV.      TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                              Payments due by period
                                                  (in thousands)
                           ------------------------------------------------------------
     Contractual                       Less than                              More than
     Obligations             Total       1 year     1-3 years    3-5 years     5 years
----------------------     --------    ---------    ---------    ---------    ----------
<S>                        <C>         <C>          <C>          <C>          <C>
Wrap Mortgages Payable     $260,688     $ 12,892     $ 20,702     $ 19,010     $208,084

Ground Leases                11,687          842        1,051          980        8,814
                           --------     --------     --------     --------     --------

   Total                   $272,375     $ 13,734     $ 21,753     $ 19,990     $216,898
                           ========     ========     ========     ========     ========
</TABLE>

                  V.       INDEBTEDNESS SECURED BY THE PROPERTIES

         The Properties are subject to certain indebtedness which was incurred
in connection with the acquisition of the Properties by the Partnerships. As of
December 31, 2003, the aggregate indebtedness of NPAMLP pursuant to the Wrap
Mortgages was approximately $238 million, of which approximately $65 million
constituted indebtedness under the Third Party Underlying Obligations and $20
million constituted indebtedness under the Second Mortgages. See "Item 5. Market
Price for the Registrant's Common Equity and Related Stockholder Matters - IV.
Certain Income Tax Considerations - A. Recognition of Gain." As of December 31,
2003, the aggregate historical cost of the Properties securing the indebtedness
of NPAMLP mortgages was approximately $182 million. The original acquisition of
the Properties by the Partnerships was typically structured as set forth below.

         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 consolidated 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.

         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 approximate outstanding principal
balance of the Second Mortgages as of December 31, 2003, was approximately $20
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 RESTRUCTURED WRAP MORTGAGES

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

         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

                                       22
<PAGE>

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. The interest
rates on the Restructured Wrap Mortgages (the "Restructured Wrap Mortgages")
range from 0% of the principal balance of some Wrap Mortgages to 10%. The Wrap
Notes mature on December 31, 2013.

         Each amended 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 which 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 the Pension Groups elect, and finally to the
non-interest-bearing principal balances, allocated among the Wrap Notes as the
Pension Groups elect. 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.

         The Restructuring Agreement provides that all the Wrap Notes which were
originally secured by Wrap Mortgages on the Properties which 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 which NPAMLP acquired from the Unaudited Partnerships. All of the
Wrap Notes which were originally secured by Wrap Mortgages on the Properties
which NPAMLP acquired from Unaudited Partnerships are secured by all of those
Wrap Mortgages and are not secured by Wrap Mortgages on the Properties which
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 noted below.

         The Excess Proceeds 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,

                                       23
<PAGE>

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 the Second
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 provide that NPAEP and PVPG will: (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.

         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 will recognize non-recurring ordinary income (forgiveness of
indebtedness) on average of approximately $4,000 per Limited Partner 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. Each investor is urged to consult
his own tax advisor for further advice on this point.

         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 (2003 through 2013) the projected balance due for all of the Wrap
Mortgages at December 31, 2013 is expected to approximate $143,000,000. 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

                                       24
<PAGE>

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 the
Restructuring Agreement, including their right to share in certain sales
proceeds or cash flows prior to maturity of the Wrap Mortgages.

         Neither NPAMLP, NPAEP nor PVPG were represented by independent counsel
or retained other independent advisers or consultants in connection with the
negotiation, execution or delivery of the 2003 Agreement. Nonetheless, the
Managing General Partner believes that the transactions permitted or
contemplated by the 2003 Agreement are fair and equitable to NPAMLP and the
other parties involved.

ITEM 7(a).        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risks to NPAMLP primarily relate to changes in interest rates.
The interest rate exposure of NPAMLP primarily relates to its Wrap Mortgage
obligations. A significant portion of the Wrap Mortgage interest expense is
based upon an imputed rate which exceeds the stated rate. As a result,
management does not believe that NPAMLP's debt structure would be significantly
impacted by a change in the market rate of interest. The Wrap Mortgages and the
imputation of its interest is further discussed in NPAMLP's combined financial
statements and the accompanying notes 2(e) and 9 thereto which are included in
Part IV, Item 15 of this Form 10-K.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The combined financial statements, including the notes thereto and the
report of the independent certified public accountants, 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

         On May 22, 2002, the General Partners of NPAMLP approved the engagement
of Asher & Company, Ltd as its independent public accountants for the fiscal
year ending December 31, 2002, to replace the firm of KPMG LLP, which was
dismissed as auditors of NPAMLP effective May 22, 2002. The appointment of Asher
& Company, Ltd. is not subject to ratification by NPAMLP's Limited Partners.

         In connection with the audits of NPAMLP's financial statements for the
fiscal years ended December 31, 2001 and December 31, 2000, and in the
subsequent period through May 22, 2002, there were no disagreements between
NPAMLP and KPMG LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG LLP would have caused
them to make reference to the matter in their report.

         The reports of KPMG LLP on NPAMLP's combined financial statements for
the years ended December 31, 2001 and December 31, 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.

         During the years ended December 31, 2001 and December 31, 2000 and
during the subsequent period through May 22, 2002, NPAMLP did not consult Asher
& Company, Ltd with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on NPAMLP's combined financial statements, or any
other matters or reportable events as set forth in Items 304 (a) (2) (i) and
(ii) of Regulation S-K.

ITEM 9(a).        CONTROLS AND PROCEDURES

         Within the ninety-day period prior to the filing of this report on form
10-K, an evaluation was carried out under the supervision and with the
participation of NPAMLP's management, including the principal executive officer
and the principal financial officer, of the effectiveness of the design and
operation of NPAMLP's disclosure controls and procedures. The conclusions of
such officers with respect to the effectiveness of NPAMLP's disclosure controls
and procedures are set forth hereinafter. Additionally, there were no
significant changes in NPAMLP's internal controls or in other factors that could
significantly affect these controls subsequent to the date of such officer's
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses (none of which were found to exist). (See
"Certifications" set forth as Exhibits).

                                       25
<PAGE>

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  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 58, 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 48, serves as Director of the Equity General
Partner. Mr. McKinney received a Masters of Science and Masters of Business
Administration from Villanova University and Temple University, respectively.

                  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

         Because the Managing General Partner does not have an audit committee,
it has not designated an audit committee financial expert.

ITEM 11.          EXECUTIVE COMPENSATION

         Neither the General Partners nor the officers of the General Partners
receive compensation from NPAMLP. Certain administrative services related to tax
and accounting service and to investor note collections 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 $157,000, $160,000 and $77,000 for the years ended December 31, 2003,
2002 and 2001, respectively. See "Item 13. Certain Relationships and Related
Transactions - I. Compensation and Fees and II. Property Management by
Affiliate."

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
                                                                   AMOUNT AND
                             NAME & ADDRESS OF                      NATURE OF
TITLE OF CLASS               BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP               % OF CLASS
--------------               ----------------                 --------------------               ----------
<S>                          <C>                              <C>                                <C>
Units of Limited             Robert McKinney                      1,000 Units                       1.0%
Partnership Interest         230 S. Broad Street
                             Philadelphia, PA 19102
</TABLE>

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  I.       COMPENSATION AND FEES

         The amounts and kinds of compensation and fees to be paid to the
General Partners and its affiliates during the operation of NPAMLP are
summarized below.

<TABLE>
<CAPTION>
  PERSON RECEIVING                                                            ESTIMATED AMOUNT
    COMPENSATION               TYPE OF COMPENSATION                           OF COMPENSATION
---------------------          --------------------                           ---------------
<S>                            <C>                                            <C>
                               ORGANIZATIONAL PHASE

Equity General Partner                                                        1% general partners'
                                                                              interest in NPAMLP.

                               OPERATIONAL PHASE

Equity General Partner         General Partners' share of                     On an annual basis,
                               Cash Flow from Operations.                     1% of Cash Flow from
</TABLE>

                                       26
<PAGE>

<TABLE>
<S>                            <C>                                            <C>
                                                                              Operations. Actual amounts will
                                                                              depend upon future operations and
                                                                              are not now determinable.

EBL&S Property                 Property Management Fees.                      Annual fee of 5% of gross operating
Management, Inc.                                                              revenues derived from the Properties.
                                                                              Actual amounts will depend upon
                                                                              future operations and are not now
                                                                              determinable.

EBL&S Property                 Leasing Fees.                                  For all obtained or renewed leases,
Management, Inc.                                                              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.

Equity General Partner         General Partners' share                        The Equity General Partner will be
                               Of Profit and Losses.                          allocated 1% of the profits and
                                                                              losses from NPAMLP operations.

Managing General               Reimbursement of Expenses(1)                   Actual cost of goods and services
Partner                                                                       utilized for or by NPAMLP,
                                                                              including certain administrative
                                                                              services performed by the Managing
                                                                              General Partner.

                               LIQUIDATION PHASE

Equity General Partner         General Partners' share of                     The Equity General Partner will be
                               Proceeds of Sales of the                       allocated 1% of the Proceeds of Sale
                               Properties.                                    of the Properties.

E&H Properties, Inc.           Repayment of Indebtedness                      Actual amounts will depend on the
                               secured by Second Mortgages.                   price of Properties and are not now
                                                                              determinable.
</TABLE>

                  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.

---------------------
         (1) 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 which 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.

                                       27
<PAGE>

An aggregate of approximately $887,000 was earned by the Property Manager for
management fees, and an aggregate of approximately $107,000 was earned by the
Property Manager for leasing fees for the fiscal year 2003.

                  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) 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 $20 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 properties that are competitive
with the Properties and affiliates of the Managing General Partner may act as
manager of such properties.

         C. COMPETITION BY NPAMLP WITH AFFILIATES OF THE MANAGING GENERAL
            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 which
it controls are the holders of the Second Mortgages.

                                       28
<PAGE>

                  V.       RELATED PARTY TRANSACTIONS

         During 1996, the El Paso, Texas property was sold to a limited
partnership owned by directors and executives of the Managing General Partner.
The sales price of the property was determined to be at fair market value by an
independent appraiser. In connection with the transaction, a promissory note was
issued to NPAMLP in the approximate amount of $436,000. The note is interest
only, bears interest at 10% and matures on November 1, 2008.

         During the first quarter of 2001, NPAMLP completed a transaction
structured as a tax-free exchange in accordance with Section 1031 of the
Internal Revenue Code by purchasing a property located in Lawnside, New Jersey
for $4,507,000 which included the assumption of related debt in the amount of
$4,507,000 from a limited partnership controlled by Lipkin.

         During the first quarter of 2002, NPAMLP sold a property located in
Newberry, South Carolina for $1,080,000 which included the assumption of related
debt in the amount of $650,000 to a limited partnership in which Lipkin owned
the 1% interest of the general partner. The net gain on this transaction
including the forgiveness of wraparound mortgages, net of discounts, was
$522,000. During the third quarter of 2002, NPAMLP sold a property located in
Fairfield, Iowa for $650,000 to a limited partnership in which Lipkin owned the
1% interest of the general partner. The net gain on this transaction including
the forgiveness of wraparound mortgages, net of discounts, was $690,000.

ITEM 14.          PRINCIPAL ACCOUNTANT 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. and KPMG, LLP 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 $106,000 ($56,000 and $50,000
for the years ended December 31, 2003 and 2002, respectively), and $21,000
($7,000 and $14,000 for the years ended December 31, 2003 and 2002,
respectively), respectively.

                  II.      AUDIT RELATED FEES

         The aggregate fees billed in each of the last two fiscal years for
assurance and related services by KPMG, LLP that are reasonably related to the
performance of the audit or review of NPAMLP's financial statements and are not
reported above in "Item 14 - I. Audit Fees", amounted to $5,000 for the year
ended December 31, 2002. The nature of the services comprising the fees
disclosed under this category included the review of Form 8-K and predecessor
review of audit workpapers.

                  III.     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 $12,000 ($6,000 for each of the years ended
December 31, 2003 and 2002).

                  IV.      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 three preceding paragraphs.

                                       29
<PAGE>

                                     PART IV

ITEM 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                  8-K

                  I.       DOCUMENTS FILED AS PART OF THIS REPORT

         A. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                                                   <C>
Independent Auditors' Reports............................................................             F-1

Combined Financial Statements:

  Combined Balance Sheets at December 31, 2003 and 2002..................................             F-3

  Combined Statements of Operations and Changes
  in Partners' Deficit for the years ended
  December 31, 2003, 2002 and 2001.......................................................             F-4

  Combined Statements of Cash Flows for the years ended
  December 31, 2003, 2002 and 2001.......................................................             F-5

Notes to Combined Financial Statements...................................................             F-6

Attachments

  1  Properties Effectively Owned by NPAMLP at
     December 31, 2003...................................................................             F-16

  2  Schedules II and III to the Combined Financial
     Statements..........................................................................             F-17
</TABLE>

         B. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                                     Description
-----------                                     -----------
<S>            <C>
     *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.
</TABLE>

                                       30
<PAGE>

<TABLE>
<S>            <C>

    *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.

   **10.5      Loan and Security Agreement between E&H Properties, Inc. and Jefferson
               Bank.

   **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.
</TABLE>

   *     Incorporated by reference from Registrant's Report on Form 10 filed
         July 14, 1994 (0-24816)

  **     Incorporated by reference from Registrant's Report on Form 10-K filed
         April 1, 1996 (0-24816).

 ***     Incorporated by reference from Registrant's Report on Form 10-K filed
         March 31, 2003 (0-24816).

****     Incorporated by reference from Registrant's Report on Form 10-Q filed
         November 11, 2003 (0-24816).

                  II.      REPORTS ON FORM 8-K

         On May 29, 2002, NPAMLP reported on Form 8-K that the General Partners
of NPAMLP approved the engagement of Asher & Company, Ltd as its independent
public accountants for the fiscal year ending December 31, 2002, to replace the
firm of KPMG LLP, which was dismissed as auditors of NPAMLP effective May 22,
2002. See "Item 9. Changes in and disagreements with Accountants on Accounting
and Financial Disclosure."

                                       31
<PAGE>

                                        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. Lipkin
        ------------------------------
        Edward B. Lipkin
        Director

Date: March 12, 2004

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

    By: /s/ Robert McKinney
        ------------------------------
        Robert McKinney
        Director

Date:   March 12, 2004

         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.

<TABLE>
<CAPTION>
     Signature                                     Capacity                                         Date
     ---------                                     --------                                         ----
<S>                                 <C>                                                        <C>
/s/ Edward B. Lipkin                Director of EBL&S, Inc.
--------------------                Principal Executive Officer,
Edward B. Lipkin                    Principal Accounting Officer and
                                    Principal Financial Officer                                March 12, 2004

/s/ Robert McKinney                 Director of Feldman International, Inc.                    March 12, 2004
-------------------
Robert McKinney
</TABLE>

                                       32
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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, 2003 and 2002 and the related combined statements of operations
and changes in partners' deficit, and cash flows for the years then ended. In
connection with our audits of the combined financial statements, referred to
above, we have also audited the financial statement schedules of properties
effectively owned by NPAMLP (Schedule I), combined valuation and qualifying
accounts (Schedule II), and combined real estate and accumulated depreciation
schedule (Schedule III) as of December 31, 2003 and 2002. These combined
financial statements and financial statement schedules are the responsibility of
NPAMLP's management. Our responsibility is to express an opinion on these
combined financial statements and financial statement schedules based on our
audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
National Property Analysts Master Limited Partnership as of December 31, 2003
and 2002 and the combined results of their operations and their cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic combined financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.

/s/ ASHER & COMPANY, Ltd.

Philadelphia, Pennsylvania
March 5, 2004

                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

General Partners
National Property Analysts Master Limited Partnership

         We have audited the combined statement of operations and changes in
partners' deficit of National Property Analysts Master Limited Partnership
(NPAMLP) (a limited partnership), and the related combined statement of cash
flows for the year ended December 31, 2001. In connection with our audit of the
combined financial statements referred to above, we have also audited the
financial statement schedules of combined valuation and qualifying accounts for
the year ended December 31, 2001 and combined real estate and accumulated
depreciation as of December 31, 2001. These combined financial statements and
financial statement schedules are the responsibility of NPAMLP's management. Our
responsibility is to express an opinion on these combined financial statements
and financial statement schedules based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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. An audit includes
examining on a test basis, evidence supporting the amount and disclosures in the
combined financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

         In our opinion, the 2001 combined financial statements referred to
above present fairly, in all material respects, the results of operations of
NPAMLP and its cash flows for the year ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, the related combined financial statement schedules, when
considered in relation to the basic combined financial statements taken as a
whole, present fairly, in all material respects, the information set forth
therein.

/s/ KPMG, LLP

Philadelphia, PA
March 15, 2002

                                      F-2
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                             Combined Balance Sheets
                           December 31, 2003 and 2002
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                  2003             2002
                                                                               ----------       ----------
<S>                                                                            <C>              <C>
                       ASSETS
Rental property at cost:
   Land                                                                        $   11,412       $   11,983
   Buildings                                                                      170,326          176,756
                                                                               ----------       ----------
                                                                                  181,738          188,739
   Less: accumulated depreciation                                                 105,283          105,559
                                                                               ----------       ----------
         Rental property, net                                                      76,455           83,180
Cash and cash equivalents                                                             773            2,587
Restricted cash                                                                     3,048            2,384
Investment securities available for sale, at market                                   660            1,453
Tenants accounts receivable, net of allowance of $150 and
   $250 for 2003 and 2002, respectively                                               157              745
Unbilled rent receivable                                                              282              226
Other assets (1)                                                                    1,214            1,300
                                                                               ----------       ----------
Total assets                                                                   $   82,589       $   91,875
                                                                               ==========       ==========
                  LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                               $  237,968       $  252,746
Less:  unamortized discount based on imputed interest rate of 12% (1)             109,525          122,319
                                                                               ----------       ----------

         Wraparound mortgages payable less unamortized discount (1)               128,443          130,427

Due to Pension Groups (1)                                                             662              576
Other borrowings (1)                                                                1,093              770
Accounts payable and other liabilities (1)                                          3,224            3,381
Deferred revenue                                                                      157              500
Finance lease obligation                                                            2,150            2,150
Deposit on sale of property                                                             -              301
                                                                               ----------       ----------
         Total liabilities                                                        135,729          138,105

Unrealized gain (loss) on investment securities                                        69              (24)
Partners' deficit                                                                 (53,209)         (46,206)
                                                                               ----------       ----------

         Total partners' deficit                                                  (53,140)         (46,230)
                                                                               ----------       ----------

Total liabilities and partners' deficit                                        $   82,589       $   91,875
                                                                               ==========       ==========
</TABLE>

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                      F-3

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
       Combined Statements of Operations and Changes in Partners' Deficit
                  Years ended December 31, 2003, 2002 and 2001
                        (in thousands, except unit data)

<TABLE>
<CAPTION>
                                                                   2003             2002           2001
                                                              -------------     -----------      ---------
<S>                                                           <C>               <C>              <C>
Income:
   Rental income                                              $      14,756     $    14,633      $  15,064
   Other charges to tenants                                           4,281           4,259          4,408
   Interest income                                                      208             217            230
                                                              -------------     -----------      ---------
         Total income                                                19,245          19,109         19,702
                                                              -------------     -----------      ---------
Operating expenses:
   Interest expense (1)                                              13,174          13,186         13,012
   Real estate taxes                                                  3,751           3,856          3,726
   Management fees (1)                                                  878             835            878
   Common area maintenance expenses                                   2,320           1,922          2,044
   Ground rent                                                          556             488            492
   Repairs and maintenance                                              413             173            203
   General and administrative                                         1,546           1,232            559
   Depreciation                                                       5,542           5,505          5,501
   Amortization                                                         210             188            164
                                                              -------------     -----------      ---------
         Total operating expenses                                    28,390          27,385         26,579
                                                              -------------     -----------      ---------
         Operating loss                                              (9,145)         (8,276)        (6,877)
                                                              -------------     -----------      ---------
Other income (expense):
   Realized gain (loss) on investment securities                         97            (185)             -
   Forgiveness of wraparound mortgages payable
     on disposition of properties (1)                                 1,237          10,770              -
                                                              -------------     -----------      ---------
         (Loss) income from continuing operations                    (7,811)          2,309         (6,877)

Discontinued operations:
   Gain(loss) from operations of discontinued components
     (including gain (loss) on disposition of properties of
     $923 and ($3,548) for the years ended December 31, 2003
     and 2002; and write-down of rental property of $413 and
     $250 for the years ended December 31, 2002 and 2001) (1)           808          (5,064)        (1,549)
                                                              -------------     -----------      ---------
         Net loss                                                    (7,003)         (2,755)        (8,426)

Partners' deficit:
   Beginning of year                                                (46,230)        (43,453)       (35,025)
   Net change in unrealized gain on investment securities                93             (22)            (2)
                                                              -------------     -----------      ---------
   End of year                                                $     (53,140)    $   (46,230)     $ (43,453)
                                                              =============     ===========      =========

   Net loss per unit                                          $      (71.64)    $    (28.18)     $  (86.20)
                                                              =============     ===========      =========

   Weighted average units outstanding                                97,752          97,752         97,752
                                                              =============     ===========      =========
</TABLE>

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                      F-4
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                        Combined Statements of Cash Flows
                  Years ended December 31, 2003, 2002 and 2001
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                2003       2002        2001
                                                             ---------   ---------   ---------
<S>                                                          <C>         <C>         <C>
Cash flows from operating activities:
   Net loss                                                  $  (7,003)  $  (2,755)  $  (8,426)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
       Depreciation                                              5,639       6,272       7,019
       Amortization of discount (1)                              8,703       7,257       7,672
       Provision for bad debts                                    (100)        220           -
       Net gain on disposition of properties including
          forgiveness of wraparound mortgage payable            (2,160)     (7,222)          -
       Gain on finance lease obligation                              -        (500)          -
       Realized (gain) loss on investment securities               (97)        185           -
       Write-down of rental property                                 -         413         250
       Changes in assets and liabilities:
           Decrease (increase) in tenants accounts
              receivable                                           688        (572)       (275)
           (Increase) decrease in unbilled rent receivable         (56)        (14)        209
           Decrease (increase) in other assets                      86        (302)      1,652
           (Decrease) increase in accounts payable and
              other liabilities                                   (157)      1,334         129
           (Decrease) increase in deferred revenue                (343)       (205)        622
                                                             ---------   ---------   ---------

           Net cash provided by operating activities             5,200       4,111       8,852
                                                             ---------   ---------   ---------

Cash flows from investing activities:
       Disposition of properties                                   336       4,434           -
       Acquisition of properties                                     -           -      (4,507)
       Improvements to rental property                          (2,160)     (1,384)       (691)
       (Increase) decrease in restricted cash                     (664)         22           5
       Decrease in deposit on sale of property                    (301)     (1,750)          -
       Purchase of investment securities                          (262)     (4,909)       (100)
       Sale of investment securities                             1,245       3,347           -
                                                             ---------   ---------   ---------

           Net cash used in investing activities                (1,806)       (240)     (5,293)
                                                             ---------   ---------   ---------

Cash flows from financing activities:
       Payments on wraparound mortgages                         (5,617)     (5,463)     (6,711)
       Increase (decrease) in due to/from Pension Groups            86         620         (93)
       Proceeds from other borrowings                              323           -           -
       Proceeds from additional debt                                 -           -       4,507
                                                             ---------   ---------   ---------

           Net cash used in financing activities                (5,208)     (4,843)     (2,297)
                                                             ---------   ---------   ---------

           (Decrease) increase in cash and cash equivalents     (1,814)       (972)      1,262

Cash and cash equivalents:
   Beginning of year                                             2,587       3,559       2,297
                                                             ---------   ---------   ---------

   End of year                                               $     773   $   2,587   $   3,559
                                                             =========   =========   =========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                    $   4,580   $   6,561   $   8,511
                                                             =========   =========   =========
Supplemental disclosure of noncash activities:
   Reduction in wraparound mortgages from forgiveness
     of debt, net of related discount                        $   5,070   $  21,244   $       -
                                                             =========   =========   =========
</TABLE>

(1) See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.

                                      F-5
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (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. EBL&S, Inc. assigned its economic interest as general
       partner to FII on September 30, 1998.

       The properties included in NPAMLP consist primarily of shopping centers
       and free-standing, 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 (the Consolidation) of
       properties owned by certain limited partnerships (the Electing
       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. It is anticipated
       that as a result of the sale of the properties, the limited partners will
       have to report substantial taxable income without the corresponding
       receipt of any cash proceeds.

       The properties were originally purchased by the Electing Partnerships
       from unaffiliated limited partnerships owned by various pension and
       profit sharing trusts, whose interests were subsequently acquired by Main
       Line Pension Group (MLPG). Properties were purchased by the Electing
       Partnerships subject to existing senior mortgages in favor of the sellers
       or unaffiliated third parties. In connection with the acquisition of the
       properties, wraparound mortgages were delivered by the Electing
       Partnerships to MLPG which were subordinate to the third- party
       underlying mortgage obligations and other second mortgages. Neither these
       third-party underlying obligations nor the second mortgages represented
       direct financial obligations of the Electing Partnerships. The Electing
       Partnerships were required to make payments on the wraparound mortgages
       to MLPG, which was required to make payments on the underlying
       obligations.

       In accordance with the Consolidation, the Electing Partnerships
       transferred their interests to NPAMLP. The Electing Partnerships include
       both partnerships that contributed their interests to NPAMLP and certain
       partnerships whose partnership interests were not contributed as of the
       effective date of NPAMLP's formation on January 1, 1990, but allocated
       their interests in NPAMLP as if they were contributed on January 1, 1990.
       The combined financial statements include the accounts of all Electing
       Partnerships.

       In connection with the Consolidation, NPAMLP, MLPG and certain affiliates
       entered into a restructuring agreement to modify the terms of repayment
       of the wraparound notes. The restructuring agreement provided that all
       wraparound notes which were originally secured by wraparound mortgages on
       properties owned by Electing Partnerships that were audited by the
       Internal Revenue Service (the Audited Partnerships) are
       cross-collateralized by all other wraparound mortgages on other Audited
       Partnerships. In addition, all wraparound notes which were originally
       secured by wraparound mortgages on properties owned by Electing
       Partnerships that were not audited by the Internal Revenue Service (the
       Unaudited Partnerships) are cross-collateralized by all other wraparound
       mortgages on other Unaudited Partnerships.

       Effective October 1, 1998, National Property Analysts Employee
       Partnership (NPAEP) and Penn Valley Pension Group (PVPG) acquired the
       interest of MLPG in certain wraparound mortgages. MLPG, NPAEP and PVPG
       are collectively referred to as the Pension Groups.

       The restructuring agreement provides for a sharing of cash from the
       proceeds of sales of properties. The restructuring 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 restructuring agreement, from the sale of properties
       exceed a threshold amount of $45,000 (the Threshold).

       Through December 31, 2003, NPAMLP sold properties that generated
       approximately $35,178 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.

                                      F-6
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       NPAMLP has working capital as of December 31, 2003, of approximately
       $1,733, excluding amounts due to the managing general partner and the
       Pension Groups of $1,437 and $662, respectively. NPAMLP has $773 of
       unrestricted cash and $157 available under line of credit agreements at
       December 31, 2003, to meet its short-term obligations. Through December
       31, 2003, 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, 2003, the managing general partner has advanced
       approximately $1,437 to NPAMLP but may require the repayment of the
       advances for its own operational needs.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a) RENTAL PROPERTY

           Rental properties are stated at original cost to the Electing
           Partnerships. 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.

           As required by Statement of Financial Accounting Standards (SFAS) No.
           144, Accounting for the Impairment or Disposal of Long-Lived Assets,
           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. 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. Prior to 2002,
           NPAMLP followed SFAS 121. SFAS No. 144 retains the fundamental
           provisions of SFAS No. 121 for (a) recognition and measurement of the
           impairment of long-lived assets to be held and (b) measurement of
           long-lived assets to be disposed of by sale.

           During the years ended December 31, 2002 and 2001, an analysis of the
           estimated future undiscounted cash flows from the Hutchinson,
           Minnesota and Borger, Texas properties, respectively, indicated that
           the properties might be impaired. A write-down of $413 and $250 was
           required under SFAS No. 144 and SFAS 121, respectively, and is
           included in "Loss from operations of discontinued components" for the
           years ended December 31, 2002 and 2001, respectively. In July 2003,
           the Hutchinson property was foreclosed by the property's lender (see
           Note 5).

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

       (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.

       (c) RESTRICTED CASH

           Restricted cash consists principally of amounts held in escrow for
           capital improvements, real estate taxes and insurance expenses and
           amounts due from various bank trust departments, in connection with
           certain property rents that are assigned to these banks in order to
           satisfy the debt service on the underlying mortgage obligations. The
           banks' trust departments periodically remit excess funds to NPAMLP as
           required under the respective trust agreements. Restricted cash also
           includes amounts held in reserve for tenant security deposits
           received.

       (d) INVESTMENT SECURITIES

           Investment securities, consisting of common and preferred stock, are
           classified as available for sale and carried at estimated fair value.
           Unrealized gains and losses on the investment securities are included
           as a separate component of Partners' Deficit.

       (e) DISCOUNT ON WRAPAROUND MORTGAGES

           The discount on wraparound mortgages represents the difference
           between the present value of mortgage payments at the stated interest
           rate and the imputed rate. The discount is amortized using the
           interest method over the terms of the mortgages and is recorded as
           interest expense.

                                      F-7
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       (f) 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. 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.

       (g) 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.

       (h) FAIR VALUE OF FINANCIAL INSTRUMENTS

           SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
           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 SFAS No. 107, 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, 2003 and 2002.

       (i) DISCONTINUED OPERATIONS

           In April 2002, the Financial Accounting Standards Board issued
           Statement of Financial Accounting Standards (SFAS) No. 145,
           Rescission of FASB Statements No. 4, 44, and 64. SFAS No. 145
           rescinds Statement of Financial Accounting Standards No. 4, which
           required all gains and losses from extinguishment of debt to be
           aggregated and, if material, classified as an extraordinary item.
           Under SFAS 145, any gain or loss on extinguishment of debt that was
           classified as an extraordinary item in prior periods presented that
           does not meet certain defined criteria must be reclassified. As a
           result of this adoption, gains from extinguishment of debt previously
           reported as extraordinary for the period ended December 31, 2002,
           have been reclassified in the accompanying combined statement of
           operations for that period to conform to the presentation required by
           SFAS No. 145.

       (j) NEW PRONOUNCEMENT

           In January 2003, the Financial Accounting Standards Board (FASB)
           issued Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
           Interest Entities" with the objective of improving financial
           reporting by companies involved with variable interest entities. A
           variable interest entity is a corporation, partnership, trust, or any
           other legal structure used for business purposes that either (a) does
           not have equity investors with voting rights, or (b) has equity
           investors that do not provide sufficient financial resources for the
           entity to support its activities. Historically, entities generally
           were not consolidated unless the entity was controlled through voting
           interests. FIN 46 changes that by requiring a variable interest
           entity to be consolidated by a company if that company is subject to
           a majority of the risk of loss from the variable interest entity's
           activities or entitled to receive a majority of the entity's residual
           returns or both. A company that consolidates a variable interest
           entity is called the "primary beneficiary" of that entity. FIN 46
           also requires disclosures about variable interest entities that a
           company is not required to consolidate but in which it has a
           significant variable interest. The consolidation requirements of FIN
           46 apply immediately to variable interest entities created after
           January 31, 2003. The consolidation requirements of FIN 46 apply to
           existing entities in the first fiscal year or interim period
           beginning after June 15, 2003, with early adoption permitted. Also,
           certain disclosure requirements apply to all financial statements
           issued after January 31, 2003, regardless of when the variable
           interest entity was established. The adoption of FIN 46 did not have
           an impact on NPAMLP.

       (k) 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.

                                      F-8
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       (l) RECLASSIFICATIONS

           It is policy of NPAMLP to reclassify prior year financial statements
           to conform to the current year's presentation. Such reclassifications
           have no effect on Net loss in the Combined Statements of Operations
           and Changes in Partners' Deficit.

(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.

       NPAMLP entered into a leasing and property management agreement with
       EBL&S Property Management, Inc. (EBL&S) in 1990, 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 Account payable and other
       liabilities on the Balance Sheet.

       Management fees and administrative services are paid exclusively to EBL&S
       and are included in the Statement of Operations. Also, included in Other
       assets is a $436 loan receivable from a partnership in which Lipkin owns
       a 50% general partnership interest. The loan is unsecured, interest only,
       bears interest at 10% and matures on November 1, 2008. The Wraparound
       mortgages payable are held by the Pension Groups. NPAEP and PVPG, which
       collectively own approximately 97 percent of the outstanding balance of
       the Wraparound mortgages payable, are controlled by Lipkin. Due from
       Pension Groups, 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.
       Included within Accounts payable and other liabilities as of December 31,
       2003, are $1,437 due EBL&S, $19 due E&H and $125 due limited partnerships
       where Lipkin has a controlling interest. The amounts due to EBL&S were
       primarily for property management fees, leasing commissions,
       administrative services and cash advances for debt service. Amounts
       earned by EBL&S for the years ended December 31 were as follows:

<TABLE>
<CAPTION>
                                  2003         2002         2001
                                 ------       ------       ------
<S>                              <C>          <C>          <C>
Property management fees         $  887       $  890       $1,070
Leasing commissions                 107          283           64
Administrative services             157          160           77
                                 ------       ------       ------
                                 $1,151       $1,333       $1,211
                                 ======       ======       ======
</TABLE>

       During the first quarter of 2001, NPAMLP completed a transaction
       structured as a tax-free exchange in accordance with Section 1031 of the
       Internal Revenue Code by purchasing a property located in Lawnside, New
       Jersey for $4,507 which included the assumption of related debt in the
       amount of $4,507 from a limited partnership controlled by Lipkin. During
       the first quarter of 2002, NPAMLP sold a property located in Newberry,
       South Carolina for $1,080 which included the assumption of related debt
       in the amount of $650 to a limited partnership in which Lipkin owned the
       1% interest of the general partner. The net gain on this transaction
       including the forgiveness of wraparound mortgages, net of discounts, was
       $522. During the third quarter of 2002, NPAMLP sold a property located in
       Fairfield, Iowa for $650 to a limited partnership in which Lipkin owned
       the 1% interest of the general partner. The net gain on this transaction
       including the forgiveness of wraparound mortgages, net of discounts, was
       $742.

       During 1996, the El Paso, Texas property was sold to a limited
       partnership owned by directors and executives of EBL&S. The sales price
       of the property was determined to be at fair market value by an
       independent appraiser. In connection with the transaction, a promissory
       note was issued to NPAMLP in the approximate amount of $436, which is
       included in Other assets in the accompanying financial statements. The
       note is unsecured, interest only, bears interest at 10% and matures on
       November 1, 2008.

       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

                                       F-9
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       any of the 97,752 units of NPAMLP at December 31, 2003, 2002 and 2001,
       respectively.

       NPA holds purchase money mortgages on certain properties of NPAMLP. The
       purchase money mortgages aggregated approximately $19,903 and $24,408 at
       December 31, 2003 and 2002, respectively.

(4)    TENANT LEASES

       At December 31, 2003 and 2002, NPAMLP effectively owned and operated 37
       and 40 properties, respectively, as listed in Schedule I, that were
       comprised principally of shopping centers and free standing,
       single-tenant retail stores with approximately 170 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 over the next 21 years.

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

<TABLE>
<S>             <C>
2004            $12,379
2005             10,449
2006              8,499
2007              6,978
2008              5,985
Thereafter       38,794
                -------
   Total        $83,084
                =======
</TABLE>

       Rental income includes approximately $1,255, $1,018 and $1,107 related to
       percentage rents for the years ended December 31, 2003, 2002 and 2001,
       respectively.

(5)    MAJOR TENANT

       NPAMLP's primary anchor tenant is Kmart Corporation and its subsidiaries
       ("Kmart") which in 2003, 2002 and 2001 accounted for approximately 39%,
       43% and 55%, respectively, of the rental income received by NPAMLP. In
       January 2002, Kmart filed for protection under Chapter 11 of the United
       States Bankruptcy Code. As of December 31, 2003, NPAMLP had 17 remaining
       leases with Kmart aggregating approximately 1,632,000 square feet. As of
       December 31, 2003, the total due from Kmart was $206. Four of the stores
       occupied by Kmart had been vacated as of December 31, 2001; however,
       Kmart had continued to make rental payments under the terms of its lease
       for each of these properties until three of the four leases were rejected
       by Kmart in bankruptcy during the first quarter of 2002. Subsequent to
       its bankruptcy petition, Kmart rejected the leases and ceased payment of
       rent on the Fort Wayne, Indiana; Lake Mary, Florida and Newberry, South
       Carolina properties effective February 1, 2002. The fourth Kmart lease
       vacant at December 31, 2001 was leased to another anchor tenant in 2002.
       During the year ended December 31, 1990, NPAMLP sold options for the
       purchase of the Fort Wayne, Indiana and Sparks, Nevada properties (the
       Sparks property was also leased to Kmart at December 31, 2001). Aggregate
       proceeds received from the sale of the options were recorded as a Deposit
       on sale of property. Any gain or loss from these transactions was to be
       recognized at the date upon which title to the land and buildings was
       conveyed to the holder of the option. The option provided that the title
       to the land and buildings was to be conveyed to the holder of the option
       without any additional consideration on December 11, 2006 for the Sparks
       property and November 14, 2003 for the Fort Wayne property, or would be
       conveyed automatically to the holder of the option in the event of a
       default of the underlying tenant leases or mortgages. Under the option
       agreements, the bankruptcy filing by Kmart constituted a default on the
       tenant leases. In January 2002, the Sparks property was conveyed to the
       holder of its option. As a result of this transaction, the Deposit on
       sale of property was reduced by $1,050 and a net gain, including the
       forgiveness of wraparound mortgages, net of discounts was recorded for
       $2,128. In December 2002, the Fort Wayne property was conveyed to the
       holder of its option. As a result of this transaction, the Deposit on
       sale of property was reduced by $600 and a net gain, including the
       forgiveness of wraparound mortgages, net of discounts was recorded for
       $1,136. NPAMLP has negotiated a short term lease with the subtenant at
       the Lake Mary property. If NPAMLP is unable to negotiate a further
       extension of this lease and negotiate a modification of the mortgage with
       the property's lender, the Lake Mary property could be lost to
       foreclosure. The carrying value of this property was $7,009 and the
       balance of the related wraparound mortgages payable, net of discounts,
       was $6,209 as of December 31, 2003. In March 2002, the Newberry property
       was sold to a limited partnership in which a related party owned a 1%
       general partner interest.

                                      F-10
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       In the second quarter of 2002, leases at the Bowling Green, Ohio; and
       Hutchinson, Minnesota properties were rejected by Kmart in bankruptcy. In
       July 2003, the Hutchinson property was foreclosed by the property's
       lender. As a result of this transaction, a net gain, including the
       forgiveness of wraparound mortgages, net of discounts was recorded for
       $1,197. There can be no assurance that new leases can be successfully
       negotiated or that the rental income will be comparable with the Bowling
       Green property. The Bowling Green property had a carrying value of $1,796
       and the balance of the related wraparound mortgages payable, net of
       discounts, was $5,887 as of December 31, 2003. As of December 31, 2003
       Kmart was current with respect to its post-petition obligations for its
       remaining leases.

       In January 2003, Kmart filed its Joint Plan of Reorganization and
       corresponding Disclosure Statement with the United States Bankruptcy
       Court. The Plan of Reorganization was confirmed in the second quarter of
       2003.

(6)    IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

       On January 1 2002, NPAMLP adopted Financial Accounting Standards Board
       Statement of Financial Accounting Standards (SFAS) No. 144, Accounting
       for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144
       addresses financial accounting and reporting for the impairment or
       disposal of long-lived assets and supercedes SFAS No. 121, Accounting for
       the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
       Disposed Of. However, SFAS No. 144 retains the fundamental provisions of
       SFAS No. 121 for (a) recognition and measurement of the impairment of
       long-lived assets to be held and (b) measurement of long-lived assets to
       be disposed of by sale. SFAS No. 144 supercedes the accounting and
       reporting provisions of Accounting Principles Board (APB) Opinion No. 30,
       Reporting the Results of Operations-Reporting the Effects of Disposal of
       a Segment of a Business and Extraordinary, Unusual and Infrequently
       Occurring Events and Transactions, for the disposal of a segment of a
       business. However, SFAS No. 144 retains the requirements of APB Opinion
       No. 30 to report discontinued operations separately from continuing
       operations and extends that reporting to a component of an entity that
       either has been disposed of (by sale, by abandonment, or in distribution
       to owners), or is classified as held for sale. Accordingly, the results
       of operations of properties disposed of or held for sale have been
       classified as Discontinued operations in the Statement of Operations and
       Changes in Partners' Deficit.

       In February 2003, the Escanaba, Michigan property was sold. The net gain
       on this transaction including the forgiveness of wraparound mortgages,
       net of discounts, was $495. In March 2003, a portion of the Wheelersburg,
       Ohio property was sold. The net gain on this transaction was $336. Both
       of these transactions were included in Discontinued operations in the
       Statement of Operations and Changes in Partners' Deficit for the year
       ended December 31, 2003.

       In May 2002, the Borger, Texas property was sold. The net gain on this
       transaction including the forgiveness of wraparound mortgages, net of
       discounts, was $444. In June 2002, a portion of the Cottage Grove,
       Minnesota property was sold. The net loss on this transaction was $566.
       Both of these transactions were included in Discontinued operations in
       the Statement of Operations and Changes in Partners' Deficit for the year
       ended December 31, 2002.

(7)    GROUND LEASES / FINANCE LEASE OBLIGATION

       NPAMLP is obligated under 12 noncancellable ground leases that expire
       between 2003 and 2078, excluding renewal options (see Schedule I).

       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 2012. 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 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 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.

       In February, 2002, the ground lease on the Fairborn property was
       terminated and the property was conveyed to the ground lessor. The
       termination of this ground lease resulted from the inability of the
       property to generate sufficient cash flow to make future payments on its
       ground lease and underlying mortgage obligations due to the Kmart
       bankruptcy petition as well as other tenant vacancies within the
       property. As a result of this transaction,

                                      F-11
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       the Finance lease obligation was reduced by $500 and a net gain,
       including the forgiveness of wraparound mortgages, net of discounts was
       recorded for $1,609.

       Future minimum lease payments under all noncancellable ground leases as
       of December 31, 2003 are approximately.

<TABLE>
<S>                  <C>
2004                 $   842
2005                     559
2006                     492
2007                     492
2008                     488
Thereafter             8,814
                     -------
    Total            $11,687
                     =======
</TABLE>

       Total rental expense for ground leases for the years ended December 31,
       2003, 2002, 2001, was approximately $556, $488 and $492, respectively. In
       addition, $306, $220 and $256 of ground rent was recorded as interest
       expense for the years ended December 31, 2003, 2002 and 2001,
       respectively.

(8)    OTHER BORROWINGS

       During 1995, NPAMLP negotiated with E & H Properties, Inc. (E&H), a
       related party, for E&H to advance up to $1,000 to NPAMLP for the purpose
       of making capital and tenant improvements to the properties. Pursuant to
       the resulting agreement, the obligation of E&H to make advances to NPAMLP
       is at all times the sole and absolute discretion of E&H. The line bears
       interest based on a variable rate (4.00% at December 31, 2003) and has no
       expiration date. Any amounts advanced to NPAMLP are not directly secured
       by any collateral. During 1999, NPAMLP negotiated with E&H for E&H to
       advance up to an additional $250 to NPAMLP for the purpose of making
       capital and tenant improvements to the properties. Pursuant to the
       agreement, the obligation of E&H to make advances to NPAMLP is at all
       times the sole and absolute discretion of E&H. This additional line bears
       interest based on the prime rate (4.00% at December 31, 2003) and is
       scheduled to expire May 2003. During 1999, E&H secured an additional line
       of credit with a bank that will enable E&H to fund advances to NPAMLP.
       Any amounts advanced to NPAMLP are secured by a $250 second mortgage on
       the Sault Ste. Marie, Michigan property. As of December 31, 2003, and
       2002, $1,093 and $770, respectively were owed by NPAMLP under these lines
       of credit, excluding $19 and $79 in accrued interest at December 31,2003
       and 2002. As of December 31, 2003 and 2002, E&H owed $1,133 and $70,
       respectively under its bank lines of credit.

(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 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 the
       Pension Groups, and the Pension Groups are liable to the holders of the
       senior mortgage obligations.

       NPAEP and PVPG acquired the interests of MLPG in certain wraparound
       mortgages. Each wraparound mortgage is secured by liens on specific
       properties and is subordinate to the senior mortgage obligations as
       stated above.

       Through December 31, 1997, MLPG had forgiven the wraparound mortgages
       remaining after the disposition of properties that were owned by Audited
       Partnerships. In 1998, MLPG agreed to forgive certain wraparound
       mortgages remaining after the disposition of properties that were owned
       by Unaudited Partnerships. For the year ended December 31, 2003,
       wraparound mortgage obligations of approximately $9,161 with related
       discounts of $4,091 were forgiven in connection with various property
       dispositions. The net amount of $5,070 is included in Other income
       (expense) as Forgiveness of wraparound mortgages payable on disposition
       of properties for the year ended December 31, 2003.

       The wraparound mortgages have maturity dates varying from August 2009 to
       December 2013 and stated interest rates varying from 0% to 10%.

       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. Also, the Pension Groups
       have balloon payments due on the third-party underlying mortgage
       obligations. No balloon payments are due during the year ended December
       31, 2004.

                                      F-12
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       Wraparound mortgage principal payment requirements for the next five
       years are approximately:

<TABLE>
<S>                    <C>
2004                   $8,450
2005                    5,744
2006                    7,438
2007                    5,992
2008                    6,324
</TABLE>

(10)   PROPERTY SUBJECT TO SALES CONTRACTS

       In prior years, NPAMLP sold options for the purchase of five rental
       properties. Aggregate proceeds received from the sale of the options were
       recorded as Deposit on sale of property. Any gain or loss arising from
       these transactions will be recognized at the date upon which title to the
       land and buildings is conveyed to the holder of the option. In 2002, two
       properties were conveyed to the holders of their options for no
       additional consideration, in accordance with the agreements. In June
       2003, the final property (Clackamas, Oregon) was conveyed to the holder
       of its option. As a result of this transaction, the deposit on sale of
       property was reduced by $301 and a net gain, including the forgiveness of
       wraparound mortgages, net of discounts was recorded for $186.

(11)   INVESTMENT SECURITIES AVAILABLE FOR SALE

       Investments in available for sale common and preferred stock securities
       were as follows as of December 31, 2003, 2002 and 2001:

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 2003
                                              ---------------------------------------------------
                                                             GROSS           GROSS
                                              AMORTIZED    UNREALIZED      UNREALIZED      MARKET
                                                COST          GAINS          LOSSES        VALUE
                                                ----          -----          ------        -----
<S>                                           <C>          <C>             <C>            <C>
Common stock                                  $      82    $       18      $        1     $     99
Preferred stock                                     485            84               8          561
                                              ---------    ----------      ----------     --------

Securities available for sale                 $     567    $      102      $        9     $    660
                                              =========    ==========      ==========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2002
                                              ----------------------------------------------------
                                                             GROSS           GROSS
                                              AMORTIZED    UNREALIZED      UNREALIZED      MARKET
                                                COST          GAINS          LOSSES        VALUE
                                                ----          -----          ------        -----
<S>                                           <C>          <C>             <C>            <C>
Common stock                                  $     217    $        4      $        8     $    213
Preferred stock                                   1,258            14              32        1,240
                                              ---------    ----------      ----------     --------

Securities available for sale                 $   1,475    $       18      $       40     $  1,453
                                              =========    ==========      ==========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2001
                                              ---------------------------------------------------
                                                             GROSS           GROSS
                                              AMORTIZED    UNREALIZED      UNREALIZED      MARKET
                                                COST          GAINS          LOSSES        VALUE
                                                ----          -----          ------        -----
<S>                                           <C>          <C>             <C>            <C>

Preferred stock                               $     100    $        -      $        2     $     98
                                              ---------    ----------      ----------     --------

Securities available for sale                 $     100    $        -      $        2     $     98
                                              =========    ==========      ==========     ========
</TABLE>

                                      F-13
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

(12)   PARTNERS' DEFICIT

       Following is a summary of the combined changes in partners' deficit for
       the three years ended December 31, 2003 (in thousands except unit data):

<TABLE>
<CAPTION>
                                                    UNITS                      PARTNERS' DEFICIT
                                      -----------------------------  --------------------------------------
                                      GENERAL    LIMITED              GENERAL        LIMITED
                                      PARTNERS   PARTNERS     TOTAL  PARTNERS        PARTNERS      TOTAL
                                      --------   --------     -----  ----------     ----------     -----
<S>                                   <C>        <C>         <C>     <C>            <C>          <C>
December 31, 2000                        1,000     96,752    97,752  $     (350)    $  (34,675)  $  (35,025)

Net loss                                     -          -         -         (85)        (8,341)      (8,426)
Unrealized loss on
 Investment securities                       -          -         -           -             (2)          (2)
                                         -----     ------    ------  ----------     ----------   ----------

December 31, 2001                        1,000     96,752    97,752        (435)       (43,018)     (43,453)

Net loss                                     -          -         -         (27)        (2,728)      (2,755)
Unrealized loss on
 Investment securities                       -          -         -           -            (22)         (22)
                                         -----     ------    ------  ----------     ----------   ----------

December 31, 2002                        1,000     96,752    97,752        (462)       (45,768)     (46,230)

Net loss                                     -          -         -         (70)        (6,933)      (7,003)
Unrealized gain on
 Investment securities                       -          -         -           1             92           93
                                         -----     ------    ------  ----------     ----------   ----------

December 31, 2003                        1,000     96,752    97,752  $     (531)       (52,609)  $  (53,140)
                                         =====     ======    ======  ==========     ==========   ==========
</TABLE>

(13)   SETTLEMENT OF CONTINGENCY

       In January 2002, an agreement was reached to settle a dispute involving
       the interpretation of a lease. Under this agreement, the Wahpeton, North
       Dakota and Washington, Iowa properties were conveyed to the lessee and
       the Fairfield, Iowa and Huron, South Dakota properties were retained by
       NPAMLP. The Fairfield and Huron properties were subsequently sold in
       August, 2002 and February, 2002, respectively. The net gains on these
       transactions including the forgiveness of wraparound mortgages, net of
       discounts, were as follows: Wahpeton - $303; Washington - $282; Fairfield
       - $52 (resulting from forgiveness of debt only) and $690 (resulting from
       the subsequent sale); and Huron - $622.

(14)   COMMITMENTS AND CONTINGENCIES

       Upon NPAMLP's formation, the titles of the properties of the Electing
       Partnerships 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 financial position,
       results of operations or liquidity.

(15)   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 provide that NPAEP and
       PVPG will: (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

                                      F-14
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2003, 2002 and 2001
                             (dollars in thousands)

       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.

       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 Unaudited Partnerships will recognize 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. Each investor is urged to consult his own tax
       advisor for further advice on this point.

       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 (2003 through 2013) the projected balance due for all of
       the Wrap Mortgages at December 31, 2013 is expected to approximate
       $143,000. 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 the Restructuring Agreement, including their right
       to share in certain sales proceeds or cash flows prior to maturity of the
       Wrap Mortgages.

       Neither NPAMLP, NPAEP nor PVPG were represented by independent counsel or
       retained other independent advisers or consultants in connection with the
       negotiation, execution or delivery of the 2003 Agreement. Nonetheless,
       the Managing General Partner believes that the transactions permitted or
       contemplated by the 2003 Agreement are fair and equitable to NPAMLP and
       the other parties involved.

                                      F-15
<PAGE>

                                                                      SCHEDULE I

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

         Properties Effectively Owned by NPAMLP at December 31, 2003 (1)

<TABLE>
<CAPTION>
                           PROPERTY LOCATION
--------------------------------------------------------------------------------
<S>                        <C>                             <C>
Ardmore, OK                International Falls, MN         Oak Lawn, IL*
Bowling Green, OH          Kalamazoo, MI*+                 Ocala, FL
Cahokia, IL                Lake Mary, FL                   Painesville, OH
Chesapeake, VA*+           Lawnside, NJ                    Philadelphia, PA*+
Cottage Grove, MN          Lockport, IL                    San Mateo, CA*
Crescent City, CA          Marquette, MI*                  Sault Ste. Marie, MI
Dunmore, PA*               Maryville, MO*                  Seven Hills, OH*+
East Haven, CT             Menominee, MI*                  Steger, IL
Federal Way, WA            New Hope, MN                    Taylorville, IL
Huntington, WV             North Augusta, SC*              Urbana, IL
Huntsville, AL*            North Sarasota, FL              Waverly, OH
Independence, MO           O'Fallon, MO                    Wheelersburg, OH
                                                           Yazoo City, MS
</TABLE>

*Properties with ground leases.

+Land sales.

(1)  Effectively owned refers to the fact that legal title to the properties is
     held by certain partnerships as nominee titleholder and agent for NPAMLP.
     NPAMLP has all beneficial interest in and equitable title to the properties
     and has the right to cause a transfer of legal title at its request.

                                      F-16
<PAGE>

                                                                     SCHEDULE II

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

                   Combined Valuation and Qualifying Accounts

                        December 31, 2003, 2002 and 2001
                                 (in thousands)

<TABLE>
<CAPTION>
                                             BALANCE,         ADDITIONS
                                            BEGINNING         CHARGED TO                           BALANCE,
                                             OF YEAR          OPERATIONS        DEDUCTIONS       END OF YEAR
                                             -------          ----------        ----------       -----------
<S>                                         <C>               <C>               <C>              <C>
Allowance for doubtful accounts:

   Year ended December 31, 2001             $    30              48                (48)              $   30

   Year ended December 31, 2002                  30             427               (207)                 250

   Year ended December 31, 2003                 250             (98)                (2)                 150
</TABLE>

                                      F-17
<PAGE>

                                                                    SCHEDULE III

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 2003, 2002 and 2001
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                         COST CAPITALIZED (WRITTEN OFF)
                                                          INITIAL COST                     SUBSEQUENT TO ACQUISITION
                                                   -----------------------------         ----------------------------
                                                                   BUILDINGS AND                        BUILDINGS AND
  PROPERTY LOCATION            ENCUMBRANCES           LAND         IMPROVEMENTS           LAND          IMPROVEMENTS
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>          <C>                   <C>            <C>
Ardmore, OK                      $  9,795               750            14,990                 0                774
Bowling Green, OH                   5,887               496             5,270                 0                 68
Cahokia, IL                             0               600             5,800              (578)            (5,790)
Chesapeake, VA                      3,938               416             4,798                 0                  0
Cottage Grove, MN                   7,150               740             5,549              (364)             3,199
Crescent City, CA                   1,662               129             2,220                 0                  0
Dunmore, PA                           826                 0             1,350                 0                  0
East Haven, CT                      3,120               447             4,883                 0              3,522
Federal Way, WA                     2,528                86             1,894                 0                  0
Huntington, WV                      2,657               336             3,649                 0                608
Huntsville, AL                      1,130                 0             1,904                 0                197
Independence, MO                    2,910               394             3,550                 0                521
International Falls, MN             1,625               179             3,071                 0                  0
Kalamazoo, MI                       3,077               250             4,850                 0                484
Lake Mary, FL                       6,209             1,310             7,422                 0                  0
Lawnside, NJ                        4,585               633             3,874                 0                 60
Lockport, IL                        2,562               286             2,572                 0                502
Marquette, MI                       7,180                 0             5,700                 0              8,875
Maryville, MO                         380                 0             1,248                 0                117
Menominee, MI                       2,152                 0             2,722                 0                100
New Hope, MN                        3,609               357             3,774                 0                409
North Augusta, SC                   2,863               100             2,900                 0                613
North Sarasota, FL                  4,632               459             5,686                 0                292
O'Fallon, MO                        3,426               343             3,626                 0                116
Oak Lawn, IL                        7,594                 0             9,028                 0                533
Ocala, FL                           2,876               417             3,301                 0                  0
Painesville, OH                     3,262               181             1,989                 0                  0
Philadelphia, PA                    3,849               529             5,860                 0                278
San Mateo, CA                       2,413                 0             6,672                 0                  0
Sault St. Marie, MI                 2,106               375             2,816                 0                  0
Seven Hills, OH                     1,964               371             3,771                 0                  0
Steger, IL                          2,241               332             2,489                 0                225
Taylorville, IL                     2,401               492             3,696                 0                132
Urbana, IL                          3,465               633             4,753                 0                101
Waverly, OH                         2,964               471             2,920                 0                170
Wheelersburg, OH                      587               194             2,081              (110)              (752)
Yazoo City, MS                      2,656               158             1,820                 0                474
                                 --------            ------           -------            ------             ------

             Total               $122,281            12,464           154,498            (1,052)            15,828
                                 ========            ======           =======            ======             ======
Cross-collateralized
 wraparound mortgages on
 properties previously disposed  $  6,162
                                 --------

                                 $128,443
                                 ========
</TABLE>

                                      F-18
<PAGE>

                                                         SCHEDULE III, CONTINUED

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 2003, 2002 and 2001
                                 (in thousands)

<TABLE>
<CAPTION>
                                             BUILDINGS AND              ACCUMULATED        DATE OF
  PROPERTY LOCATION               LAND       IMPROVEMENTS      TOTAL    DEPRECIATION     ACQUISITION    LIFE          METHOD
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>              <C>       <C>              <C>           <C>          <C>
Ardmore, OK                      $   750         15,764        16,513        9,894          09/83      Varies       Varies
Bowling Green, OH                    496          5,338         5,834        4,038          02/81      Varies       Varies
Cahokia, IL                           22             10            32            5          10/82      Varies       Varies
Chesapeake, VA                       416          4,798         5,214        3,412          09/82      30 years     Straight Line
Cottage Grove, MN                    376          8,748         9,124        3,670          11/81      Varies       Varies
Crescent City, CA                    129          2,220         2,349        1,517          07/83      30 years     Straight Line
Dunmore, PA                            0          1,350         1,350        1,286          06/75      30 years     Straight Line
East Haven, CT                       447          8,405         8,852        4,214          08/80      Varies       Varies
Federal Way, WA                       86          1,894         1,980        1,436          04/81      30 years     Straight Line
Huntington, WV                       336          4,257         4,593        2,516          10/84      Varies       Varies
Huntsville, AL                         0          2,101         2,101        1,298          03/84      Varies       Varies
Independence, MO                     394          4,071         4,465        2,850          05/81      Varies       Varies
International Falls, MN              179          3,071         3,250        2,099          07/83      30 years     Straight Line
Kalamazoo, MI                        250          5,334         5,584        3,899          09/80      Varies       Varies
Lake Mary, FL                      1,310          7,422         8,732        1,723          12/94      Varies       Varies
Lawnside, NJ                         633          3,934         4,567          390          02/01      30 years     Straight Line
Lockport, IL                         286          3,074         3,360        2,035          07/82      Varies       Varies
Marquette, MI                          0         14,575        14,575        7,649          05/83      Varies       Varies
Maryville, MO                          0          1,365         1,365          864          11/83      Varies       Varies
Menominee, MI                          0          2,822         2,822        2,030          10/81      Varies       Varies
New Hope, MN                         357          4,183         4,540        2,952          03/81      Varies       Varies
North Augusta, SC                    100          3,513         3,613        2,314          03/80      30 years     Straight Line
North Sarasota, FL                   459          5,978         6,437        4,468          11/80      Varies       Varies
O'Fallon, MO                         343          3,742         4,085        2,795          03/81      Varies       Varies
Oak Lawn, IL                           0          9,561         9,562        6,838          10/81      Varies       Varies
Ocala, FL                            417          3,301         3,718        2,302          02/83      30 years     Straight Line
Painesville, OH                      181          1,989         2,170          265          03/00      30 years     Straight Line
Philadelphia, PA                     529          6,138         6,666        4,697          08/80      Varies       Varies
San Mateo, CA                          0          6,672         6,672        4,930          11/81      30 years     Straight Line
Sault St. Marie, MI                  375          2,816         3,191        1,987          11/82      30 years     Straight Line
Seven Hills, OH                      371          3,771         4,142        2,671          10/82      30 years     Straight Line
Steger, IL                           332          2,714         3,046        1,862          11/81      Varies       Varies
Taylorville, IL                      492          3,828         4,320        2,681          11/82      Varies       Varies
Urbana, IL                           633          4,854         5,487        3,371          11/82      Varies       Varies
Waverly, OH                          471          3,090         3,561        2,110          10/82      Varies       Varies
Wheelersburg, OH                      84          1,329         1,413          908          10/83      Varies       Varies
Yazoo City, MS                       158          2,294         2,452        1,306          09/84      Varies       Varies
                                 -------        -------       -------      -------

   Total                         $11,412        170,326       181,738      105,283
                                 =======        =======       =======      =======
</TABLE>

                                      F-19
<PAGE>

                                                         SCHEDULE III, CONTINUED

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

           Combined Real Estate and Accumulated Depreciation Schedule

                        December 31, 2003, 2002 and 2001
                                 (in thousands)

Properties consist primarily of shopping centers and free standing, single
tenant stores.

Depreciation of NPAMLP's investment in building and improvements reflected in
the statements of operations is calculated over the estimated useful lives of
the assets as follows:

        Base building 30 years      Building components 15-39 years

The changes in total real estate assets and accumulated depreciation for the
years ended December 31, are as follows:

<TABLE>
<CAPTION>

                                   TOTAL REAL ESTATE ASSETS
                            ---------------------------------------
                              2003             2002           2001
                            ---------------------------------------
<S>                         <C>              <C>            <C>
Beginning Balance           $ 188,739        230,692        225,744
Improvements                    2,160          1,384            691
Acquisitions                        0              0          4,507
Disposals / write-downs        (9,161)       (43,337)          (250)
                            ---------        -------        -------

                            $ 181,738        188,739        230,692
                            =========        =======        =======
</TABLE>

<TABLE>
<CAPTION>
                                       ACCUMULATED DEPRECIATION
                                ---------------------------------------
                                  2003            2002          2001
                                ---------------------------------------
<S>                             <C>            <C>            <C>
Beginning Balance               $ 105,559        123,754        116,736
Depreciation - Original             4,868          5,211          6,282
Depreciation - Improvements           771          1,061            737
Disposals                          (5,915)       (24,468)             0
                                ---------      ---------      ---------

                                $ 105,283        105,559        123,755
                                =========      =========      =========
</TABLE>

                                      F-20