<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2005

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission File Number 0-24816

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

<TABLE>
<S>                                            <C>
           Delaware                                        23-2610414
 (State of Other Jurisdiction                  (IRS Employer Identification No.)
Incorporation or Organization)
</TABLE>

        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:

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<CAPTION>
                      Name of Exchange on
Title of Each Class     Which Registered
-------------------   -------------------
<S>                   <C>
        None                 N/A
</TABLE>

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

                     Units of Limited Partnership Interest
                                (Title of Class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   X   No
                                       -----    -----

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

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

Large Accelerated Filer     Accelerated Filer     Non-Accelerated Filer  X
                        ---                   ---                       ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes       No   X
                            -----    -----

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

DOCUMENTS INCORPORATED BY REFERENCE

<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
<PAGE>

                                      INDEX

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

   Item 1.    Business                                                        1
                 I.   Summary                                                 1
                 II.  NPAMLP Objectives and Policies                          2
                 III. Glossary                                                4
   Item 1(a). Risk Factors                                                    6
   Item 1(b). Unresolved Staff Comments                                       6
   Item 2.    Properties                                                      6
   Item 3.    Legal Proceedings                                              13
   Item 4.    Submission of Matters to a Vote of Security Holders            13

PART II

   Item 5.    Market Price for the Registrant's Common
                 Equity, Related Stockholder Matters and Issuer
                 Purchases of Equity Securities                              14
                 I.   No Trading Market                                      14
                 II.  Distributions of Cash Flow From Operations             14
                 III. Proceeds of Sales Distributions                        14
                 IV.  Certain Income Tax Considerations                      14
                 V.   Other                                                  15
   Item 6.    Selected Financial Data                                        16
   Item 7.    Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                   17
                 I.   Liquidity and Capital Resources                        17
                 II.  Critical Accounting Policies                           18
                 III. Results of Operations                                  19
                 IV.  Tabular Disclosure of Contractual Obligations          21
                 V.   Indebtedness Secured by the Properties                 21
   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
   Item 9(b). Other Information                                              25

PART III

   Item 10.   Directors and Executive Officers of the Registrant             27
                 I.   Summary                                                27
                 II.  Code of Ethics                                         27
                 III. Audit Committee Financial Expert                       27
   Item 11.   Executive Compensation                                         27
   Item 12.   Security Ownership of Certain Beneficial Owners and
                 Management and Related Stockholder Matters                  27
   Item 13.   Certain Relationships and Related Transactions                 27
                 I.   Compensation and Fees                                  27
                 II.  Property Management by Affiliate                       29
                 III. Conflicts of Interest                                  29
                 IV.  Summary of Relationships                               30
                 V.   Related Party Transactions                             30
   Item 14.   Principal Accounting Fees and Services                         31
                 I.   Audit Fees                                             31
                 II.  Audit Related Fees                                     31
                 III. Tax Fees                                               31
                 IV.  All Other Fees                                         31
                 V.   Pre-approval Policies and Procedures

PART IV

   Item 15.   Exhibits, Financial Statements and Schedules                   32
                 I.   Documents Filed as Part of this Report                 32

SIGNATURES                                                                   34
</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 29 properties as of December 31, 2005, which consist primarily
of shopping centers and free standing, single tenant retail stores (the
"Properties"). The Properties are subject to certain indebtedness, which was
incurred in connection with the acquisition of the Properties by the
Partnerships. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations."

     D.   NPAMLP OBJECTIVES AND POLICIES

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

     E.   LIMITED PARTNERS' SHARE OF CASH FLOW FROM OPERATIONS

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

     F.   LIMITED PARTNERS' SHARE OF PROCEEDS OF SALES DISTRIBUTIONS

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


                                       1

<PAGE>

     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.

     H.   COMPENSATION TO THE GENERAL PARTNER AND AFFILIATES

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

     I.   FISCAL YEAR

     NPAMLP's fiscal year begins on January 1 and 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.


                                       2

<PAGE>

     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 16 states. Of the 29 Properties
owned by NPAMLP, 14 properties have only 1 or 2 tenants ("Single Tenant
Properties"). The tenants in the Single Tenant Properties are primarily national
retailers or supermarkets ("Anchor Tenants"). The 15 remaining properties are
multi-tenant shopping center properties ("Shopping Center Properties"). The
tenants in the Shopping Center Properties generally include Anchor Tenants and a
variety of tenants occupying less substantial portions of the property ("Local
Tenants").

          1.   ANCHOR TENANTS

     The Anchor Tenant leases at lease inception are usually for 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 Tenants are Kmart Corporation and its subsidiaries
("Kmart") and CVS Corporation ("CVS"), which in 2005 accounted for approximately
28% and 11%, respectively, of the rental income received by NPAMLP. In January
2002, Kmart filed a voluntary petition for protection under Chapter 11 of the
United States Bankruptcy Code. 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. As of December 31, 2005, NPAMLP had 11 leases with Kmart aggregating
approximately 1,042,000 square feet. NPAMLP's average rent per square foot for
all of the Kmart leases as of December 31, 2005, was $3.35. As of December 31,
2005, $111,000 was due from Kmart under its leases. As of December 31, 2005,
NPAMLP had 5 leases with CVS aggregating approximately 49,000 square feet.
NPAMLP's average rent per square foot for all of the CVS leases as of December
31, 2005, was $24.23. As of December 31, 2005, there were no amounts due from
CVS under its leases.

     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.

     As a result of Kmart's January 2002 Chapter 11 filing, NPAMLP could have
difficulty refinancing the aggregate of $8,780,000 of balloon payments (due over
the next 3 years) due on the Third Party Underlying Obligations on Properties
where Kmart is the Anchor Tenant. See "Item 2. Properties."

          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 91%. The
lease terms for Local Tenant space typically range from 1 to 3 years. The
competitive conditions applicable to Local Tenant space vary from Property to
Property. However, as a general matter, it can be said that the market for Local
Tenant space is highly competitive and, with respect to NPAMLP Properties, is
typically a function of NPAMLP's rental rates as compared to the local market.
However, in instances where a multi-tenant


                                       3

<PAGE>

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, on Properties for which Anchor
Tenants are not responsible for providing such insurance, in an amount that
covers the replacement cost of the covered Properties. In addition, NPAMLP is
covered under fidelity insurance policies in amounts that the Managing General
Partner deems sufficient. Such insurance coverage is reviewed at least annually
and adjusted to account for variations in value.

          III. GLOSSARY

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

     "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.

     "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


                                       4

<PAGE>

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


                                       5

<PAGE>

Partner, in its sole discretion, to be set aside for future requirements of
NPAMLP. At the end of each year, any unexpended reserves not continued as
Reserves will be treated as Cash Flow from Operations.

     "RESTRUCTURING" shall mean the restructuring of the Wrap Mortgages and the
Second Mortgages.

     "RESTRUCTURING AGREEMENT" shall mean the agreement entered into by and
between NPAMLP, the Pension Groups and certain NPA affiliates to restructure the
Wrap Mortgages and the Second Mortgages.

     "RESTRUCTURED WRAP MORTGAGES" shall mean the Wrap Mortgages as modified by
the Restructuring Agreement.

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

     "TENANT IMPROVEMENTS" shall mean construction to the Properties completed
for the benefit of the tenants' use of the Property.

     "THIRD PARTY DEBT SERVICE" shall mean payments of principal and interest on
Third Party Underlying Obligations.

     "THIRD PARTY UNDERLYING OBLIGATIONS" shall mean those obligations secured
by the Property underlying the Wrap Mortgages held by persons or entities other
than NPA, or its affiliates.

     "THRESHOLD AMOUNT" shall mean payments on the Wrap Mortgages generated by
Proceeds of Sales of the Properties in an amount equal to $45,000,000 in excess
of the Third Party Underlying Obligations as of January 1, 1990 secured by such
Properties. As of December 31, 2005, approximately $35,505,000 had been applied
in reduction of the Threshold Amount.

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

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

     "WRAP MORTGAGES" shall mean the mortgages securing the Wrap Notes that were
delivered to the Pension Groups by the Partnerships at the time of the
acquisition of the Property.

     "WRAP NOTES" shall mean the promissory notes secured by the Wrap Mortgages.

ITEM 1 (A). RISK FACTORS

     Not applicable

ITEM 1 (B). UNRESOLVED STAFF COMMENTS

     Not applicable

ITEM 2. PROPERTIES

     NPAMLP's Properties consist primarily of shopping centers and free
standing, single tenant retail stores. As of December 31, 2005, NPAMLP owned and
operated 29 Properties located in 16 states. Approximately 48% of the Properties
are Single Tenant Properties and 52% 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


                                       6

<PAGE>
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.

     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>
Cottage Grove, MN    113,208      95.6%    $  988,357    $ 9.13
Dunmore, PA           26,475     100.0%        78,696      2.97
East Haven, CT       158,057      95.3%       666,799      4.43
Federal Way, WA       37,560     100.0%        45,000      1.20
Grand Rapids, MI      10,880     100.0%       378,071     34.75
Huntington, WV       141,710     100.0%       422,506      2.98
Huntsville, AL       104,000     100.0%       244,400      2.35
Independence, MO     134,634      97.2%       373,134      2.85
Kalamazoo, MI        120,958     100.0%       570,244      4.71
Lake Mary, FL        107,400     100.0%       345,900      3.22
Lawnside, NJ         102,552     100.0%       544,634      5.31
Lockport, IL         100,828     100.0%       342,235      3.39
Marquette, MI        248,256      97.4%     1,286,878      5.32
Maryville, MO         35,099      96.0%        98,949      2.94
New Hope, MN         115,492     100.0%       319,462      2.77
North Augusta, SC    109,134     100.0%       394,221      3.61
North Sarasota, FL   134,805     100.0%       545,724      4.05
O' Fallon, MO         91,061     100.0%       357,477      3.93
Oak Lawn, IL         159,233     100.0%       895,270      5.62
Philadelphia, PA     128,006     100.0%       556,500      4.35
Painesville, OH       10,125     100.0%       178,091     17.59
Rockville, MD         10,880     100.0%       521,718     47.95
San Mateo, CA        168,277     100.0%       250,000      1.49
Seven Hills, OH      121,677     100.0%       326,070      2.68
Taylorville, IL       43,127     100.0%       347,280      8.05
Urbana, IL            55,531      97.5%       436,438      8.06
Waverly, OH            8,834     100.0%        70,909      8.03
Wheelersburg, OH      38,828     100.0%       264,360      6.81
Yazoo City, MS        81,312      79.9%       160,987      2.48
</TABLE>

----------
(a)  Gross Leaseable Area.

(b)  Based on leases in effect as of December 31, 2005.

(c)  Based on occupied space.


                                       7

<PAGE>

SCHEDULE 1, CONTINUED

                   DESCRIPTION OF PROPERTY TENANT INFORMATION

                            MAJOR TENANT INFORMATION

<TABLE>
<CAPTION>
PROPERTY                                                              ANNUAL       LEASE
LOCATION                      MAJOR TENANT NAME            GLA (A)     RENT     EXPIRATION    OPTIONS
--------             -----------------------------------   -------   --------   ----------   ---------
<S>                  <C>                                   <C>       <C>        <C>          <C>
Cottage Grove, MN    Rainbow Foods                          70,130   $606,624    07/11/16     6 / 5 YR
Dunmore, PA          Price Chopper                          26,475     78,696    11/30/10     2 / 5 YR
East Haven, CT       National Wholesale Liquidators         84,180    273,585    01/31/11     4 / 5 YR
Federal Way, WA      Safeway                                37,560     45,000    10/31/08     5 / 5 YR
Grand Rapids, MI     CVS                                    10,880    378,071    01/31/24    10 / 5 YR
Huntington, WV       Grandview Retail Stores               120,747    300,000    12/31/11         None
                     CVS                                     7,000     28,000    01/31/08     1 / 2 YR
Huntsville, AL       Kmart                                 104,000    244,400    11/30/10     4 / 5 YR
Independence, MO     Kmart                                 116,799    308,634    03/31/10     5 / 5 YR
Kalamazoo, MI        Kmart                                  84,180    248,770    02/28/10     8 / 5 YR
Lake Mary, FL        Old Time Pottery                      107,400    345,900    03/31/06         None
Lawnside, NJ         Kmart                                 102,552    544,634    09/30/25    10 / 5 YR
Lockport, IL         Kmart                                  54,000    133,684    06/30/09     9 / 5 YR
                     Sterk's Super Foods, Inc.              35,170    121,603    05/20/11     2 / 5 YR
Marquette, MI        Kohl's Department Stores, Inc.         85,480    170,960    11/30/24     9 / 5 YR
                     Younker's                              44,068     92,543    10/22/11         None
                     J.C. Penney                            33,996    118,286    08/31/09     4 / 5 YR
Maryville, MO        J.C. Penney                            22,060     65,502    10/31/11     1 / 5 YR
New Hope, MN         Kmart                                 115,492    319,462    06/30/12     9 / 5 YR
North Augusta, SC    Riverfront Antique Mall & Mini Mall   109,134    394,221                     None
North Sarasota, FL   Kmart                                  84,180    280,440    11/30/08     9 / 5 YR
                     Bealls                                 40,000    141,040    11/20/08     4 / 5 YR
O' Fallon, MO        Kmart                                  83,061    279,415    11/30/10     9 / 5 YR
Oak Lawn, IL         Home Depot                            104,622    480,000    01/31/28     5 / 5 YR
                     Jewel Foods                            58,575    415,270    01/03/09     3 / 5 YR
Philadelphia, PA     Kmart                                  91,033    388,500    03/31/10     9 / 5 YR
                     Castor Avenue Market, L.L.C.           36,973    168,000    06/30/35         None
Painesville, OH      CVS                                    10,125    178,091    01/31/19     6 / 5 YR
Rockville, MD        CVS                                    10,880    521,718    01/31/24    10 / 5 YR
San Mateo, CA        Kmart                                  84,704    250,000    01/31/15         None
Seven Hills, OH      Kmart                                 121,677    318,595    08/31/07     8 / 5 YR
Taylorville, IL      Kroger                                 27,958    237,761    03/31/07     5 / 5 YR
                     CVS                                    10,069     81,319    03/31/07     5 / 5 YR
Urbana, IL           Kroger (vacant)                        43,667    370,648    03/31/07     5 / 5 YR
Waverly, OH          None                                                 N/A         N/A          N/A
Wheelersburg, OH     Grandview Retail Stores                36,768    252,000    11/30/08         None
Yazoo City, MS       Family Dollar Stores                   10,846     59,000    06/30/08     6 / 5 YR
                     Supervalu                              20,000     45,000    04/30/10     1 / 5 YR
</TABLE>

----------
(a)  Gross Leasable Area

N/A - Not applicable

                                       8
<PAGE>

SCHEDULE 2

                            TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                            2006                             2007
                                    TOTAL      ------------------------------   ------------------------------
                       TOTAL       MINIMUM       # OF      MINIMUM                # OF      MINIMUM
PROPERTY LOCATION     GLA (A)      RENT (B)    TENANTS      RENT      GLA (A)   TENANTS      RENT      GLA (A)
------------------   ---------   -----------   -------   ----------   -------   -------   ----------   -------
<S>                  <C>         <C>           <C>       <C>          <C>       <C>       <C>          <C>
Cottage Grove, MN      113,208   $   988,357       2     $  118,000    15,700       1     $   28,500     2,375
Dunmore, PA             26,475        78,696
East Haven, CT         158,057       666,799                                        1         25,000     2,500
Federal Way, WA         37,560        45,000
Grand Rapids, MI        10,880       378,071
Huntington, WV         141,710       422,506       4         56,440    10,465       1          9,087       850
Huntsville, AL         104,000       244,400
Independence, MO       134,634       373,134       1         11,700     1,800       2         44,400    11,040
Kalamazoo, MI          120,958       570,244
Lake Mary, FL          107,400       345,900       1        345,900   107,400
Lawnside, NJ           102,552       544,634
Lockport, IL           100,828       342,235       1        121,603    35,170       2         43,204     5,153
Marquette, MI          248,256     1,286,878       8        197,928    15,930       8        284,814    22,068
Maryville, MO           35,099        98,949       1         65,502    22,204       1             12     2,450
New Hope, MN           115,492       319,462
North Augusta, SC      109,134       394,221
North Sarasota, FL     134,805       545,724       1         26,400     1,500       2         29,544     2,100
O' Fallon, MO           91,061       357,477       1         21,200     2,000       1         27,000     3,000
Oak Lawn, IL           159,233       895,270
Philadelphia, PA       128,006       556,500
Painesville, OH         10,125       178,091
Rockville, MD           10,880       521,718
San Mateo, CA          168,277       250,000
Seven Hills, OH        121,677       326,070                                        1        318,595   121,677
Taylorville, IL         43,127       347,280       1         13,200     2,100       2        319,080    38,027
Urbana, IL              55,531       436,438       1         10,938     1,750       3        417,400    51,331
Waverly, OH              8,834        70,909                                        1         15,500     2,000
Wheelersburg, OH        38,828       264,360                                        1         12,360     2,060
Yazoo City, MS          81,312       160,987       1         31,200     9,600       2         13,037     1,445
                     ---------   -----------     ---     ----------   -------     ---     ----------   -------
Totals               2,717,939   $12,010,310      23     $1,020,011   225,619      29     $1,587,533   268,076
                     =========   ===========     ===     ==========   =======     ===     ==========   =======
Annual % to Total                                               8.5%      8.3%                  13.2%      9.9%
Cumulative %                                                    8.5%      8.3%                  21.7%     18.2%
</TABLE>

----------
(a)  Gross Leasable Area.

(b)  Based on leases in effect as of December 31, 2005.


                                        9

<PAGE>

SCHEDULE 2, CONTINUED

                            TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                            2008                            2009
                                    TOTAL      ------------------------------   ----------------------------
                       TOTAL       MINIMUM       # OF      MINIMUM                # OF     MINIMUM
PROPERTY LOCATION     GLA (A)      RENT (B)    TENANTS      RENT      GLA (A)   TENANTS     RENT     GLA (A)
------------------   ---------   -----------   -------   ----------   -------   -------   --------   -------
<S>                  <C>         <C>           <C>       <C>          <C>       <C>       <C>        <C>
Cottage Grove, MN      113,208   $   988,357
Dunmore, PA             26,475        78,696
East Haven, CT         158,057       666,799       3     $  193,289    20,500       2     $100,000     8,202
Federal Way, WA         37,560        45,000       1         45,000    37,560
Grand Rapids, MI        10,880       378,071
Huntington, WV         141,710       422,506       4         51,970     9,270
Huntsville, AL         104,000       244,400
Independence, MO       134,634       373,134       1          8,400     1,200
Kalamazoo, MI          120,958       570,244       1        103,983    12,603
Lake Mary, FL          107,400       345,900
Lawnside, NJ           102,552       544,634
Lockport, IL           100,828       342,235       1         25,346     3,755       1      133,684    54,000
Marquette, MI          248,256     1,286,878       3         43,307     3,731       2      133,286    34,746
Maryville, MO           35,099        98,949       1         15,435     4,900
New Hope, MN           115,492       319,462
North Augusta, SC      109,134       394,221
North Sarasota, FL     134,805       545,724       3        465,480   129,180
O' Fallon, MO           91,061       357,477
Oak Lawn, IL           159,233       895,270                                        1      415,270    58,575
Philadelphia, PA       128,006       556,500
Painesville, OH         10,125       178,091
Rockville, MD           10,880       521,718
San Mateo, CA          168,277       250,000
Seven Hills, OH        121,677       326,070
Taylorville, IL         43,127       347,280
Urbana, IL              55,531       436,438       1          8,100     1,050
Waverly, OH              8,834        70,909                                        1       14,320     2,000
Wheelersburg, OH        38,828       264,360       1         72,000     7,662
Yazoo City, MS          81,312       160,987       1         59,000    10,846
                     ---------   -----------     ---     ----------   -------     ---     --------   -------
   Totals            2,717,939   $12,010,310      21     $1,091,310   242,257       7     $796,560   157,523
                     =========   ===========     ===     ==========   =======     ===     ========   =======
Annual % to Total                                               9.1%      8.9%                 6.6%      5.8%
Cumulative %                                                   30.8%     27.1%                37.4%     32.9%
</TABLE>

----------
(a)  Gross Leasable Area.

(b)  Based on leases in effect as of December 31, 2005.


                                       10
<PAGE>

SCHEDULE 2, CONTINUED

                            TENANT LEASE EXPIRATIONS

<TABLE>
<CAPTION>
                                                            2010
                                    TOTAL      ------------------------------
PROPERTY               TOTAL       MINIMUM      # OF       MINIMUM
LOCATION              GLA (A)      RENT (B)    TENANTS      RENT      GLA (A)
--------             ---------   -----------   -------   ----------   -------
<S>                  <C>         <C>           <C>       <C>          <C>
Cottage Grove, MN      113,208   $   988,357       2     $   63,263     9,500
Dunmore, PA             26,475        78,696       1         78,696    26,475
East Haven, CT         158,057       666,799       1         44,525     6,850
Federal Way, WA         37,560        45,000
Grand Rapids, MI        10,880       378,071
Huntington, WV         141,710       422,506
Huntsville, AL         104,000       244,400       1        244,400   104,000
Independence, MO       134,634       373,134       1        308,634   116,799
Kalamazoo, MI          120,958       570,244       3        299,326    90,308
Lake Mary, FL          107,400       345,900
Lawnside, NJ           102,552       544,634
Lockport, IL           100,828       342,235
Marquette, MI          248,256     1,286,878       5        226,193    20,764
Maryville, MO           35,099        98,949
New Hope, MN           115,492       319,462
North Augusta, SC      109,134       394,221
North Sarasota, FL     134,805       545,724       1         24,300     2,025
O' Fallon, MO           91,061       357,477       1        279,415    83,061
Oak Lawn, IL           159,233       895,270
Philadelphia, PA       128,006       556,500       1        388,500    91,033
Painesville, OH         10,125       178,091
Rockville, MD           10,880       521,718
San Mateo, CA          168,277       250,000
Seven Hills, OH        121,677       326,070
Taylorville, IL         43,127       347,280
Urbana, IL              55,531       436,438
Waverly, OH              8,834        70,909       1         41,089     4,834
Wheelersburg, OH        38,828       264,360       1        180,000    29,106
Yazoo City, MS          81,312       160,987       1         45,000    20,000
                     ---------   -----------     ---     ----------   -------
   Totals            2,717,939   $12,010,310      20     $2,223,341   604,755
                     =========   ===========     ===     ==========   =======
Annual % to Total                                              18.5%     22.3%
Cumulative %                                                   55.9%     55.1%
</TABLE>

----------
(a)  Gross Leasable Area.

(b)  Based on leases in effect as of December 31, 2005.


                                       11

<PAGE>

SCHEDULE 3

                       THIRD PARTY UNDERLYING OBLIGATIONS

<TABLE>
<CAPTION>
                                                                                 PRINCIPAL
PROPERTY                                                  MORTGAGE   INTEREST   BALANCE AT
LOCATION                        MORTGAGEE(S)                TYPE       RATE      12/31/05
--------             ----------------------------------   --------   --------   ----------
<S>                  <C>                                  <C>        <C>        <C>
Cottage Grove, MN    IDS Life Insurance                      1st       5.55%     4,400,000
Dunmore, PA          NONE
East Haven, CT       NONE
Federal Way, WA      NONE
Grand Rapids, MI     Wells Fargo Bank Northwest, N.A.        1st       7.77%     2,892,094
Huntington, WV       Suburban Capital Markets, Inc. (a)      1st       9.13%       848,194
Huntsville, AL       Credit Suisse First Boston (b)          1st       7.05%       576,875
Independence, MO     Credit Suisse First Boston (b)          1st       7.05%     1,308,124
Kalamazoo, MI        NONE
Lake Mary, FL        Mercantile Bank                         1st       5.75%     4,600,000
Lawnside, NJ         Wachovia Securities                     1st       8.71%     4,660,714
Lockport, IL         Credit Suisse First Boston (b)          1st       7.05%     1,356,874
Marquette, MI        Union Labor Life Insurance Co.          1st       7.50%     5,143,856
Maryville, MO        NONE
New Hope, MN         Credit Suisse First Boston (b)          1st       7.05%     1,429,999
North Augusta, SC    NONE
North Sarasota, FL   Credit Suisse First Boston (b)          1st       7.05%     2,599,998
O' Fallon, MO        Credit Suisse First Boston (b)          1st       7.05%     1,901,249
Oak Lawn, IL         American Express Financial Corp.        1st       5.00%     1,174,053
Painesville, OH      Credit Suisse First Boston              1st       6.48%     1,657,905
Philadelphia, PA     Kin Properties                          1st       9.25%     1,421,840
Rockville, MD (c)    Wells Fargo Bank Northwest, N.A.        1st       7.77%     3,990,942
San Mateo, CA        NONE
Seven Hills, OH      B & K Properties                        1st       9.75%     1,472,879
Taylorville, IL      Suburban Capital Markets, Inc. (a)      1st       9.13%       731,311
Urbana, IL           Credit Suisse First Boston (b)          1st       7.05%     2,014,999
Waverly, OH          NONE
Wheelersburg, OH     NONE
Yazoo City, MS       Credit Suisse First Boston (b)          1st       7.05%       934,374
</TABLE>

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

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

(c)  NPAMLP owns an 82% interest in this property. Loan balances reflect percent
     ownership.


                                       12

<PAGE>

SCHEDULE 3, CONTINUED

                       THIRD PARTY UNDERLYING OBLIGATIONS

<TABLE>
<CAPTION>
                                                                               OWNERSHIP
                                                                      ANNUAL    INTEREST
PROPERTY                                                  MORTGAGE     DEBT       FEE/
LOCATION                        MORTGAGEE(S)                TYPE     SERVICE   LEASEHOLD
--------             ----------------------------------   --------   -------   ---------
<S>                  <C>                                  <C>        <C>       <C>
Cottage Grove, MN    IDS Life Insurance                      1st     364,697      Fee
Dunmore, PA          NONE                                                      Leasehold
Federal Way, WA      NONE                                                         Fee
Grand Rapids, MI     Wells Fargo Bank Northwest, N.A.        1st     378,071      Fee
Huntington, WV       Suburban Capital Markets, Inc. (a)      1st     260,314      Fee
Huntsville, AL       Credit Suisse First Boston (b)          1st      50,292   Leasehold
Independence, MO     Credit Suisse First Boston (b)          1st     114,048      Fee
Kalamazoo, MI        NONE                                                      Leasehold
Lake Mary, FL        Kidder Peabody Mortgage Capital         1st     345,000      Fee
Lawnside, NJ         Wachovia Securities                     1st     442,483      Fee
Lockport, IL         Credit Suisse First Boston (b)          1st     118,308      Fee
Marquette, MI        Union Labor Life Insurance Co.          1st     602,712   Leasehold
Maryville, MO        NONE                                                      Leasehold
New Hope, MN         Credit Suisse First Boston (b)          1st     124,680      Fee
North Augusta, SC    NONE                                                      Leasehold
North Sarasota, FL   Credit Suisse First Boston (b)          1st     226,692      Fee
O' Fallon, MO        Credit Suisse First Boston (b)          1st     165,768      Fee
Oak Lawn, IL         American Express Financial Corp.        1st     422,249   Leasehold
Painesville, OH      Credit Suisse First Boston              1st     178,080      Fee
Philadelphia, PA     Equitable Life Assurance Society        1st     395,220   Leasehold
Rockville, MD (c)    Wells Fargo Bank Northwest, N.A.        1st     521,718      Fee
San Mateo, CA        NONE                                                      Leasehold
Seven Hills, OH      B & K Properties                        1st     263,917   Leasehold
Taylorville, IL      Suburban Capital Markets, Inc. (a)      1st     224,436      Fee
Urbana, IL           Credit Suisse First Boston (b)          1st     175,680      Fee
Waverly, OH          NONE                                                         Fee
Wheelersburg, OH     NONE                                                         Fee
Yazoo City, MS       Credit Suisse First Boston (b)          1st      81,468      Fee
</TABLE>

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

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

(c)  NPAMLP owns an 82% interest in this property. Loan balances reflect percent
     ownership.

ITEM 3. LEGAL PROCEEDINGS

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

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

          Not Applicable.


                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
     ISSUER PURCHASES OF EQUITY SECURITIES

          I.   NO TRADING MARKET

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

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

     As of December 31, 2005, 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).


                                       14

<PAGE>

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

     B.   TREATMENT OF DISTRIBUTIONS BY NPAMLP

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

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

     C.   OPERATING INCOME (LOSS) OF NPAMLP

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

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

          V.   OTHER

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


                                       15

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The following is selected financial data for NPAMLP for the five years
ended December 31, 2005, 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. The data
below for 2004 through 2001 have been adjusted to reflect the prior period
adjustment to the discount on wraparound mortgages. See "Item 7. III. C. Full
Fiscal Years".

<TABLE>
<CAPTION>
                                                    Year Ended December 31
                                     ----------------------------------------------------
                                       2005       2004       2003       2002       2001
                                     --------   --------   --------   --------   --------
                                              (In Thousands, except per unit data)
<S>                                  <C>        <C>        <C>        <C>        <C>
INCOME:
Rental income                        $ 12,651   $ 11,081   $ 11,893   $ 12,950   $ 15,064
Other charges to tenants                4,186      3,691      2,842      3,781      4,408
Interest income                            98        100        161        200        230
                                     --------   --------   --------   --------   --------
TOTAL INCOME                           16,935     14,872     14,896     16,931     19,702
                                     --------   --------   --------   --------   --------
OPERATING EXPENSES:
Interest expense                       11,420     10,835     10,644     11,743     13,418
Other operating expenses                7,640      7,659      7,596      7,963      7,902
Depreciation and amortization           4,568      4,270      4,218      5,165      5,665
                                     --------   --------   --------   --------   --------
TOTAL OPERATING EXPENSES               23,628     22,764     22,458     24,837     26,985
                                     --------   --------   --------   --------   --------
   OPERATING LOSS                      (6,693)    (7,892)    (7,562)    (7,906)    (7,283)
                                     --------   --------   --------   --------   --------
OTHER INCOME (EXPENSE):
Realized gain (loss) on
   investment securities                  (14)        50         97       (185)        --
                                     --------   --------   --------   --------   --------
LOSS FROM CONTINUING OPERATIONS        (6,707)    (7,842)    (7,465)    (8,091)    (7,283)

DISCONTINUED OPERATIONS:
Gain (loss) from operations of
   discontinued components             (1,236)    (2,228)    (2,698)    (1,879)    (1,549)

Gain (loss) on disposition
   of properties                        3,785      5,894        923     (3,961)        --
                                     --------   --------   --------   --------   --------
NET INCOME (LOSS)                    $ (4,158)  $ (4,176)  $ (9,240)  $(13,931)  $ (8,832)
                                     ========   ========   ========   ========   ========
PER UNIT DATA:
Operating loss                       $ (68.61)  $ (80.22)  $ (76.37)  $ (80.88)  $ (74.50)
                                     ========   ========   ========   ========   ========
Net income (loss)                    $ (42.54)  $ (42.72)  $ (94.52)  $(142.51)  $ (90.35)
                                     ========   ========   ========   ========   ========
Weighted average units
   outstanding                         97,752     97,752     97,752     97,752     97,752
                                     ========   ========   ========   ========   ========
ASSETS:
Rental property - net                $ 60,309   $ 72,663   $ 76,455   $ 83,180   $106,937
Other assets                            5,245      5,028      6,134      8,695      7,710
                                     --------   --------   --------   --------   --------
TOTAL ASSETS                         $ 65,554   $ 77,691   $ 82,589   $ 91,875   $114,647
                                     ========   ========   ========   ========   ========

LIABILITIES AND PARTNERS' DEFICIT:
Wraparound mortgages payable
   less: unamortized discount
   based on imputed interest
   rate of 12%                       $ 98,717   $111,916   $118,809   $119,738   $139,594
Other liabilities                       8,809      7,822      7,286      7,678      8,223
                                     --------   --------   --------   --------   --------
Total liabilities                    $107,526   $119,738   $126,095   $127,416   $147,817
Partners' deficit                     (41,972)   (42,047)   (43,506)   (35,541)   (33,170)
                                     --------   --------   --------   --------   --------
TOTAL LIABILITIES AND
   PARTNERS' DEFICIT                 $ 65,554   $ 77,691   $ 82,589   $ 91,875   $114,647
                                     ========   ========   ========   ========   ========
</TABLE>


                                       16

<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, 2005, the Third Party Underlying Obligations were
current for all the Properties.

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

     C.   WORKING CAPITAL

     As of December 31, 2005, NPAMLP has working capital of approximately
$1,045,000 excluding amounts due to the Managing General Partner and the Pension
Groups of $1,981,000 and $3,237,000, respectively. NPAMLP's operating budget for
2006 projects positive cash flow of approximately $650,000.

     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, 2005, the Managing General Partner has advanced
approximately $1,981,000 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 balloon
payments have become due to date have ultimately been refinanced, there can be
no assurance that loan extensions will be successfully negotiated with the
lenders holding the Third Party Underlying Obligations on these Properties. In
the event that NPAMLP is not able to obtain refinancing commitments from
alternative lenders or loan extensions from the lenders holding the existing
Third Party Underlying Obligations, the properties could be lost to foreclosure.
For the year ended December 31, 2006, balloon payments in the amount of
$4,600,000 are due on the Third Party Underlying Mortgage Obligations. See "Item
2. Properties."

     E.   CAPITAL REQUIREMENTS

     The average age of the Properties owned by NPAMLP is in excess of 20 years.
Due to the age of the Properties, there is a continuing need for


                                       17

<PAGE>

capital expenditures in order to properly maintain the Properties. At December
31, 2005, NPAMLP was obligated for approximately $131,000 of capital commitments
that were primarily for capital repairs to the Properties. The 2006 operating
budget for the Properties provides for approximately $115,000 in capital repair
reserves.

     During 2005, 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 $2.5 million to NPAMLP for purposes of making Capital and Tenant Improvements
(the "NPAMLP Lines"). The NPAMLP Lines include a $2,000,000 line of credit (the
"Hudson Line") and a $500,000 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, 2005, there
were $630,000 of advances and $8,000 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.

     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, 2005, 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 E&H Firstrust Borrowing
Rate at December 31, 2005 is 7.25%.

     The Firstrust Note is secured by an assignment of certain Wrap Notes and
Second Mortgages and certain Guaranty and Suretyship Agreements executed by
EBL&S Property Management, Inc. and Edward B. Lipkin. Additionally, the
Firstrust Note contains a confession of judgment against 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, 2005, $630,000 has been advanced and $8,000 in accrued
interest was due under the NPAMLP Lines and $2,185,000 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, 2005, approximately $14,000 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


                                       18

<PAGE>

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.

     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, 2005, 2004 and 2003 have been classified as Discontinued
operations in the Statement of Operations for the three years ended December 31
2005, 2004 and 2003. The gain reported in discontinued components was $3,785,000
for the year ended December 31, 2005. For the years ended December 31, 2004 and
2003, net gains of $5,894,000 and $923,000, respectively, were 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.

     NPAMLP historically had accounted for the gains from the forgiveness of
related party wraparound mortgage indebtedness arising from the disposition of
property as a component of discontinued operations in the combined statements of
operations. In accordance with Accounting Principles Board Opinion No. 26, Early
Extinguishment of Debt, such forgiveness from a related party should be
accounted for as a capital transaction. As a result, gains from extinguishment
of debt previously reported as a component of discontinued operations have been
reclassified in the combined statements of operations for that period to conform
to the presentation required by APB No. 26.

          III. RESULTS OF OPERATIONS

     A.   PROPERTY DISPOSITIONS DURING FISCAL 2005

     NPAMLP owned 29 and 32 properties at December 31, 2005, and 2004,
respectively. See "Item 1. Business - II. NPAMLP Objectives and Policies - B.
Competition for Tenants - Anchor Tenants."

     During the second quarter of 2005 NPAMLP sold the property in Bowling
Green, Ohio. As a result of this transaction a net gain of $281,000 was
recognized. At the time of the sale of the Bowling Green property, the balance
of the wraparound mortgage encumbering the property was $7,221,000. At closing
the wraparound mortgage was paid down by $3,212,500 and the remaining balance of
$4,009,000, net of discounts, was forgiven by the Pension Groups.

     During the third quarter of 2005 NPAMLP sold the property in Cahokia,
Illinois and a parcel of the property in Waverly, Ohio. As a result of these
sales, NPAMLP recorded a net gain in disposition of properties in the amount of
$1,081,000.

     During the fourth quarter of 2005 NPAMLP sold the property in Ardmore,
Oklahoma. As a result of this sale, NPAMLP recorded a net gain in the amount


                                       19
<PAGE>

of $2,423,000. At the time of the sale of the Ardmore property, the balance of
the wraparound mortgage encumbering the property was $9,523,000. At closing the
wraparound mortgage was paid down by $6,467,000 and the remaining balance of
$3,055,000, net of discounts, remains a liability of NPAMLP.

     In 2004, NPAMLP also sold the properties in Crescent City, California and
International Falls, Minnesota in transactions originally structured to be tax
deferred exchanges. However, the purchase side of the transaction was not
completed in 2005. As a result, $237,000 in wraparound mortgages, net of
discounts, was forgiven by the Pension Groups in 2005.

     B.   PROPERTY ACQUISITIONS DURING FISCAL 2004 AND 2001

     During the fourth quarter of 2004 NPAMLP acquired the property in Grand
Rapids, Michigan and an 82% interest in the property in Rockville, Maryland to
complete the 2004 tax deferred exchange transactions relating to the sales of
the properties in Ocala, Florida, Menominee, Michigan, Sault Ste. Marie,
Michigan and Steger, Illinois.

     During 2001, a property located in Lawnside, New Jersey was acquired to
complete a 2000 transaction structured to be a tax-deferred 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."

     C.   FULL FISCAL YEARS

     Over the five year period ended December 31, 2005, NPAMLP disposed of 22
Properties and acquired 3 Properties. Of these properties, 8 Properties were
disposed and 3 Properties were acquired in transactions structured to be
tax-deferred exchanges in accordance with Section 1031 of the Internal Revenue
Code. The net numbers of Properties owned and disposed of by year are as
follows:

<TABLE>
<CAPTION>
                      2005   2004   2003   2002   2001
                      ----   ----   ----   ----   ----
<S>                   <C>    <C>    <C>    <C>    <C>
Beginning of year       32     37     40     49     48
Properties acquired     --      2     --     --      1
Properties disposed     (3)    (7)    (3)    (9)    --
                       ---    ---    ---    ---    ---
End of year             29     32     37     40     49
                       ===    ===    ===    ===    ===
</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. See "Item 2. II
Critical Accounting Policies".

     The following table reflects the operating results (in thousands) for
NPAMLP for the years ended December 31, 2005, 2004, 2003, 2002 and 2001,
excluding the operating results for 22 Properties that were disposed and 3
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>
                                  2005      2004      2003      2002      2001
                                -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>
INCOME:
Rental income                   $11,304   $11,335   $11,255   $11,138   $11,561
Other charges to tenant           3,934     3,505     3,107     3,282     3,439
Interest income                      98       101       157       198       185
                                -------   -------   -------   -------   -------
TOTAL INCOME                     15,336    14,941    14,519    14,618    15,185
                                -------   -------   -------   -------   -------
OPERATING EXPENSES:
Interest expense                 10,226    10,406    10,463     9,488     9,377
Other operating expenses          7,486     7,593     7,711     7,173     6,440
Depreciation and amortization     4,244     4,236     4,177     4,477     4,171
                                -------   -------   -------   -------   -------
TOTAL OPERATING EXPENSES         21,956    22,235    22,351    21,138    19,988
                                -------   -------   -------   -------   -------
OPERATING LOSS                  $(6,620)  $(7,294)  $(7,832)  $(6,520)  $(4,803)
                                =======   =======   =======   =======   =======
</TABLE>


                                       20

<PAGE>
     The fluctuations in "Rental Income" between years has been modest and did
not exceed 4% for any of the years presented. This is consistent with the
Property portfolio that 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 that is derived from
tenant sales. Anchor Tenant sales depend largely on the overall economy,
however, also during 2002, one of NPAMLP's major tenants (Kmart) filed for
bankruptcy protection.

     The increase in Other charges to tenants between 2003 and 2005 was
primarily due to increases in property real estate taxes and the resultant
increases in tax collections, and tenant termination income in 2004. The
reduction in Other charges to tenants between 2001 and 2002 was primarily a
result of reduced common area maintenance reimbursements that primarily resulted
from reduced snow removal expenses during 2001.

     The increase in interest expense in 2003 is due to the increase in the
discount on the wraparound mortgages arising from the restatement of the 2003
financial statements of NPAMLP and the increase to the discount on wraparound
mortgages. The restatement was the result of management's evaluation of the
balance of the discount on the wraparound mortgages based on changes in the
future cash flows required under the wraparound mortgage obligations. These
changes to the original estimate arose from reductions in the balloon payments
due on the wraparound mortgages arising from partial sales of certain
properties, reductions in the annual payments required under the wraparound
mortgages and the change in interest rate pursuant to the future interest
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 resultant calculation of the estimated
value of the discount on wraparound mortgages increased the discount by
$10,689,000, which was recognized as a prior period adjustment to the Partners'
deficit of NPAMLP. Interest expense in years subsequent to the adjustment will
increase as the discount on the wraparound mortgages payable amortizes.

     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 that 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. The allowance was subsequently reduced in 2003 and 2004 as a result of
collections from Kmart and their emergence from bankruptcy. 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 2003. An additional increase in Other operating expenses
between 2003 and 2004 resulted from increased repairs and maintenance expenses
that included environmental remediation incurred in connection with the
preparation of new tenant space and increased operating and promotional expenses
associated with the operation of two flea markets in previously vacant spaces.

     The increases in depreciation and amortization between 2001 and 2005 are
due to capital improvements.

          IV.  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                           Payments due by period
                                               (in thousands)
                          --------------------------------------------------------
                                     Less than                           More than
Contractual Obligations     Total     1 year     1-3 years   3-5 years    5 years
-----------------------   --------   ---------   ---------   ---------   ---------
<S>                       <C>        <C>         <C>         <C>         <C>
Wrap Mortgages Payable    $205,320     $9,060     $18,122     $27,228     $150,910
Ground Leases               13,156        816       1,632       1,632        9,258
                          --------     ------     -------     -------     --------
   Total                  $218,476     $9,876     $19,754     $28,860     $160,168
                          ========     ======     =======     =======     ========
</TABLE>


                                       21
<PAGE>

          V. INDEBTEDNESS SECURED BY THE PROPERTIES

     The Properties are subject to certain indebtedness that was incurred in
connection with the acquisition of the Properties by the Partnerships. As of
December 31, 2005, the aggregate indebtedness of NPAMLP pursuant to the Wrap
Mortgages was approximately $190 million, of which approximately $46 million
constituted indebtedness under the Third Party Underlying Obligations and $17
million constituted indebtedness under the Second Mortgages. See "Item 5. Market
for the Registrant's Common Equity and Related Stockholder Matters - IV. Certain
Income Tax Considerations - A. Recognition of Gain." As of December 31, 2005,
the aggregate historical cost of the Properties securing the indebtedness of
NPAMLP mortgages was approximately $144 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 pursuant to the
Restructuring Agreement. See " Section V. C. The Restructured Wrap Mortgages"
below.

     A. THIRD PARTY UNDERLYING OBLIGATIONS

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

     B. THE SECOND MORTGAGES AND NOTES

     Under the terms of the Restructuring Agreement, no payments are currently
due on the Second Mortgages. The approximate outstanding principal balance of
the Second Mortgages as of December 31, 2005, was approximately $17 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
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


                                       22

<PAGE>

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 that secured
such Wrap Note prior to the Restructuring. These minimum payments are applied
first to past due interest and principal payments under the Wrap Notes, if any,
then to current interest and principal payments due on the Wrap Notes, then
against the interest-bearing principal balances of the Wrap Notes, allocated
among the Wrap Notes as 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 that were
originally secured by Wrap Mortgages on the Properties that NPAMLP acquired from
partnerships audited by the Internal Revenue Service will be secured by all of
those Wrap Mortgages and will not be secured by Wrap Mortgages on the Properties
that NPAMLP acquired from the Unaudited Partnerships. All of the Wrap Notes that
were originally secured by Wrap Mortgages on the Properties that NPAMLP acquired
from Unaudited Partnerships are secured by all of those Wrap Mortgages and are
not secured by Wrap Mortgages on the Properties that NPAMLP acquired from
partnerships audited by the Internal Revenue Service. The holder of the Wrap
Mortgages agreed in the Restructuring Agreement to release from the lien of the
Wrap Mortgages any Property sold by NPAMLP, upon payment to the holder of the
Wrap Mortgages, as a pre-payment of the Wrap Notes, an amount equal to all of
the Proceeds of Sales of the Properties not permitted by the Restructuring
Agreement to be retained by NPAMLP.

     The Restructuring Agreement permits NPAMLP to have the opportunity to
retain, in certain circumstances, a portion of the Excess Proceeds. In
accordance with the Restructuring Agreement the Excess Proceeds derived from the
Proceeds of Sales of the Properties are applied as 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,


                                       23

<PAGE>

the loans for Capital Improvements to such Property must either be paid in full
or assumed by the purchaser of the Property before the Wrap Mortgage on such
Property will be released.

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

     The Restructuring Agreement spreads the lien securing each of the Second
Mortgages to all of the Properties owned by NPAMLP and all of 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


                                       24

<PAGE>

interim period (2006 through 2013) the projected balance due for all of the Wrap
Mortgages at December 31, 2013 is expected to approximate $133,000,000. As
described above, in return for the reduction in interest rate and other
consideration set forth above, including the satisfaction of the Wrap Mortgages
due on December 31, 2013, NPAMLP's general partner has agreed to deliver deeds
of future interest and assignments of leasehold interest, to be recorded
currently, effective December 31, 2013, to NPAEP and PVPG. NPAMLP's general
partner has determined that it is in the best interests of NPAMLP and its
partners to do so. The effect of these deeds and assignments will be to
facilitate a transfer of fee and leasehold ownership to the holders of the Wrap
Mortgages at maturity (unless the Wrap Mortgages have been previously paid in
full). Notwithstanding the foregoing, NPAEP and PVPG have agreed in the 2003
Agreement to (a) release the liens of the Wrap Mortgages and (b) deliver such
deeds of future interest, assignments of leasehold interests, or other documents
or instruments as are necessary to facilitate or effect such sales of the
Properties prior to December 31, 2013 as the Managing General Partner shall
otherwise deem desirable. The costs incurred arising from the recordation of any
of the documents described in the 2003 Agreement shall be borne by NPAEP or
PVPG, as the case may be. The Managing General Partner believes that the result
of the forgoing actions taken pursuant to the 2003 Agreement will preserve all
rights of the Limited Partners under 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 that 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(f) 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 registered public accounting firm, are included in
Part IV, Item 15 of this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

     None.

ITEM 9(A). CONTROLS AND PROCEDURES

     NPAMLP's management, including the principal executive officer and the
principal financial officer, evaluated the effectiveness of the design and
operation of NPAMLP's "disclosure controls and procedures" as of December 31,
2005. Disclosure controls and procedures are defined in SEC Rule 13a-15(e) as
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Such officers have concluded that such controls and procedures are
adequate and effective. 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 officers' 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>

ITEM 9(B). OTHER INFORMATION

     On February 15, 2006, NPAMLP reported on Form 8-K that its financial
statements for the year ended December 31, 2004 filed with the report on Form
10-K for the year then ended, and the unaudited quarterly financial statements
filed on Form 10-Q for the three month period ending March 31, 2005, the three
and six month periods ending June 30, 2005, and the three and nine month periods
ending September 30, 2005 should be restated to correct its accounting for the
forgiveness of wraparound mortgage indebtedness arising from the disposition of
property, and in its application of the interest method in the amortization of
the discount on the wraparound mortgages, and that such previously filed
financial statements should no longer be relied upon.

     NPAMLP has restated its previously issued financial statements for the
years ended December 31, 2003 and 2004 within the NPAMLP's Form 10-K for the
year ended December 31, 2005 and intends to amend and re-file its quarterly
filings for 2005.


                                       26

<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 60, 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 50, serves as Director of the Equity General Partner.
Since 2003, Mr. McKinney has been an employee of NPAEP, serving as tax manager.
Previously, Mr. McKinney had been employed by NPA since 1987 in the same
capacity. Mr. McKinney, a certified public accountant, received a Masters of
Science in Taxation and Masters of Business Administration in finance from
Villanova University and Temple University, respectively. Mr. McKinney received
a Bachelor of Science degree in Accounting from Villanova University.

          II. CODE OF ETHICS

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

          III. AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 11. EXECUTIVE COMPENSATION

     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 administration were performed by the
Managing General Partner on behalf of NPAMLP as provided in the Partnership
Agreement. The amount payable to the Managing General Partner for such services
aggregated $149,000, $156,000 and $157,000 for the years ended December 31,
2005, 2004 and 2003, 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 AND
     RELATED STOCKHOLDER MATTERS

<TABLE>
<CAPTION>
                          NAME & ADDRESS OF     AMOUNT AND 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


                                       27

<PAGE>

     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, 1%
                         of Cash Flow from Operations.  of Cash Flow from
                                                        Operations. Actual
                                                        amounts will depend upon
                                                        future operations and
                                                        are not now
                                                        determinable.

EBL&S Property           Property Management Fees.      Annual fee of 5% of
Management, Inc.                                        gross operating 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, 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
                         of Profits and Losses          Partner will be
                                                        allocated 1% of the
                                                        profits and losses from
                                                        NPAMLP operations.

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

----------
(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 that are not
     affiliates of the Managing General Partner. In addition, the Managing
     General Partner is reimbursed for administrative services performed for
     NPAMLP, provided that such services are necessary for the prudent operation
     of NPAMLP and further provided that such reimbursement is at the lower of
     (i) the Managing General Partner's actual cost or (ii) the cost of
     obtaining comparable administrative services from independent parties in
     the same geographic location. Reimbursement to the Managing General Partner
     for services for which it is entitled to compensation by way of a separate
     fee is not allowed. No reimbursement is made for rent, depreciation,
     utilities, or capital equipment in the building in which NPAMLP maintains
     offices and other overhead costs.


                                       28

<PAGE>

                                LIQUIDATION PHASE
<TABLE>
<S>                      <C>                            <C>
Equity General Partner   General Partners' share        The Equity General
                         of Proceeds of Sales of        Partner will be
                         the Properties.                allocated 1% of the
</TABLE>

<TABLE>
<CAPTION>
   PERSON RECEIVING                                         ESTIMATED AMOUNT
     COMPENSATION            TYPE OF COMPENSATION            OF COMPENSATION
----------------------   ----------------------------   ------------------------
<S>                      <C>                            <C>
                                                        Proceeds of the Sale
                                                        of the Properties.

E&H Properties           Repayment of Indebtedness      Actual amounts will
                         secured by Second Mortgages.   depend on the 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. An aggregate of approximately $772,000 was earned by the Property
Manager for management fees, and an aggregate of approximately $127,000 was
earned by the Property Manager for leasing fees for the fiscal year 2005.

          III. CONFLICTS OF INTEREST

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

     A.   CONFLICT REGARDING SALES AND REFINANCING

     The Managing General Partner is an affiliate of NPA. NPA or its affiliates
hold the Second Mortgages aggregating approximately $17 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.


                                       29
<PAGE>
     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 that
it controls are the holders of the Second Mortgages.

          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 deferred 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 that 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 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 was
$690,000.

     During the fourth quarter of 2004, NPAMLP sold a property located in
Crescent City, California for $900,000, which included the assumption of related
debt in the amount of $84,000 to a limited partnership in which Lipkin owned the
1% interest of the general partner. The net gain on this transaction was
$142,000.

     During the fourth quarter of 2005, a limited liability company controlled
by Lipkin, purchased the land in San Mateo, California that is leased by NPAMLP.
The term of the lease expires in February 2025 and provides for annual rental
payments by NPAMLP of $96,000.


                                       30
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

          I. AUDIT FEES

     The aggregate fees billed for each of the last two fiscal years for
professional services rendered by Asher & Company, Ltd. for the audit of
NPAMLP's annual financial statements and review of financial statements included
in NPAMLP's Form 10-Q, or services that are normally provided by the accountant
in connection with the statutory and regulatory filings or engagements for such
two fiscal years, amounted to $120,000 ($62,000 and $58,000 for the years ended
December 31, 2005 and 2004, respectively).

          II. AUDIT RELATED FEES

     The aggregate fees billed in each of the last two fiscal years for
assurance and related services by Asher & Company 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 $6,165 (for the year
ended December 31, 2005).

          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 $14,000 ($8,000 and $6,000 for the years ended
December 31, 2005 and 2004, respectively).

          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.

          V. PRE-APPROVAL POLICIES AND PROCEDURES

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


                                       31

<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

          I. DOCUMENTS FILED AS PART OF THIS REPORT

     A.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm .................    F-1

Combined Financial Statements:

   Combined Balance Sheets at December 31, 2005 and 2004 ................    F-2

   Combined Statements of Operations and Changes
   in Partners' Deficit for the years ended
   December 31, 2005, 2004 and 2003 .....................................    F-3

   Combined Statements of Cash Flows for the years ended
   December 31, 2005, 2004 and 2003 .....................................    F-4

Notes to Combined Financial Statements ..................................    F-5

Attachments
   1 Properties Effectively Owned by NPAMLP at
     December 31, 2005 ..................................................   F-20

   2 Schedules II, III and IV to the Combined Financial
     Statements .........................................................   F-21
</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>


                                       32

<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.

   **10.6     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).


                                       33
<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 29, 2006


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


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

Date: March 29, 2006

     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 29, 2006


/s/ Robert McKinney         Director of Feldman International, Inc.   March 29, 2006
-------------------------
Robert McKinney
</TABLE>


                                       34

<PAGE>

                           NATIONAL PROPERTY ANALYSTS
                           MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                          Combined Financial Statements

                           December 31, 2005 and 2004

     (With Report of Independent Registered Public Accounting Firm Thereon)

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm                       1

Combined Balance Sheets, December 31, 2005 and 2004                           2

Combined Statements of Operations and Changes in Partners'
   Deficit, Years ended December 31, 2005, 2004, and 2003                     3

Combined Statements of Cash Flows, Years ended
   December 31, 2005, 2004 and 2003                                           4

Notes to Combined Financial Statements                                        5

SCHEDULES:

I   Properties Effectively Owned by NPAMLP at
       December 31, 2005                                                     20

II  Combined Valuation and Qualifying Accounts,
       December 31, 2005, 2004 and 2003                                      21

III Combined Real Estate and Accumulated Depreciation
       Schedule, December 31, 2005, 2004 and 2003                            22

IV  Quarterly Results of Operations (Unaudited), Years ended
       December 31, 2005 and 2004                                            25
</TABLE>
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General Partners
National Property Analysts Master Limited Partnership

     We have audited the accompanying combined balance sheets of National
Property Analysts Master Limited Partnership (NPAMLP) (a limited partnership) as
of December 31, 2005 and 2004 and the related combined statements of operations
and changes in Partners' deficit, and cash flows for each of the three years
ended December 31, 2005, 2004 and 2003. Our audits also included 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,
2005, 2004 and 2003. 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
combined financial statements are free of material misstatement. The company is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by 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, 2005 and 2004
and the combined results of their operations and their cash flows for each of
the three years ended December 31, 2005, 2004 and 2003 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 27, 2006


                                       1

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                             COMBINED BALANCE SHEETS
                           DECEMBER 31, 2005 AND 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         2005       2004
                                                                       --------   --------
<S>                                                                    <C>        <C>
                               ASSETS

Rental property, at cost:
   Land                                                                $  9,544   $ 11,167
   Buildings                                                            133,591    156,440
                                                                       --------   --------
                                                                        143,135    167,607
   Less: accumulated depreciation                                        82,826     94,944
                                                                       --------   --------
      Rental property, net                                               60,309     72,663
Cash and cash equivalents                                                 1,489        902
Restricted cash                                                             648        806
Investment securities available for sale, at market                         503      1,137
Tenant accounts receivable, net of allowance of $30 for
   2005 and 2004, respectively                                              246         56
Unbilled rent receivable                                                    385        140
Accounts receivable and other assets (1)                                  1,974      1,987
                                                                       --------   --------
Total assets                                                           $ 65,554   $ 77,691
                                                                       ========   ========
                  LIABILITIES AND PARTNERS' DEFICIT

Wraparound mortgages payable (1)                                       $189,886   $218,359
Less: unamortized discount based on imputed interest rate of 12% (1)     91,169    106,443
                                                                       --------   --------
      Wraparound mortgages payable less unamortized discount (1)         98,717    111,916
Due to Pension Groups (1)                                                 3,237      1,339
Other borrowings (1)                                                        630      1,558
Accounts payable and other liabilities (1)                                3,021      2,937
Deferred revenue                                                            171        238
Finance lease obligation                                                  1,750      1,750
                                                                       --------   --------
      Total liabilities                                                 107,526    119,738
Partners' deficit                                                       (41,972)   (42,047)
                                                                       --------   --------
Total liabilities and Partners' deficit                                $ 65,554   $ 77,691
                                                                       ========   ========
</TABLE>

(1)  See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.


                                       2

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
       COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT
                  YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                      (IN THOUSANDS, EXCEPT PER-UNIT DATA)

<TABLE>
<CAPTION>
                                                                      2005        2004       2003
                                                                   ---------   ---------   ---------
<S>                                                                <C>         <C>         <C>
Income:
   Rental income                                                   $  12,651   $  11,081   $  11,893
   Other charges to tenants                                            4,186       3,691       2,842
   Interest and dividend income                                           98         100         161
                                                                   ---------   ---------   ---------
      Total income                                                    16,935      14,872      14,896
                                                                   ---------   ---------   ---------
Operating expenses:
   Interest expense (1)                                               11,420      10,835      10,644
   Real estate taxes                                                   3,568       3,026       2,647
   Management fees (1)                                                   707         691         698
   Common area maintenance expenses                                    1,885       2,033       1,890
   Ground rent (1)                                                       589         613         556
   Repairs and maintenance                                               417         165         308
   General and administrative                                            474       1,131       1,497
   Depreciation                                                        4,353       4,090       4,058
   Amortization                                                          215         180         160
                                                                   ---------   ---------   ---------
      Total operating expenses                                        23,628      22,764      22,458
                                                                   ---------   ---------   ---------
      Operating loss                                                  (6,693)     (7,892)     (7,562)
Other income (loss):
   Realized (loss) gain on investment securities                         (14)         50          97
                                                                   ---------   ---------   ---------
      Loss from continuing operations                                 (6,707)     (7,842)     (7,465)
Discontinued operations:
   Loss from operations of discontinued components                    (1,236)     (2,228)     (2,698)
   Gain on disposition of properties, net                              3,785       5,894         923
                                                                   ---------   ---------   ---------
      Net loss                                                        (4,158)     (4,176)     (9,240)
Partners' deficit:
   Beginning of period, as originally stated                         (42,047)    (43,506)    (46,230)
   Prior period adjustment (see Note 15)                                  --          --      10,634
                                                                   ---------   ---------   ---------
   Beginning of period, as adjusted                                  (42,047)    (43,506)    (35,596)
   Forgiveness of wraparound mortgages payable (1) (see Note 15)       4,246       5,627       1,237
   Net change in unrealized gain on investment securities                (13)          8          93
                                                                   ---------   ---------   ---------
   End of period                                                    ($41,972)   ($42,047)   ($43,506)
                                                                   =========   =========   =========
Net loss per unit                                                   ($ 42.54)   ($ 42.72)   ($ 94.52)
                                                                   =========   =========   =========
Weighted average units outstanding                                    97,752      97,752      97,752
                                                                   =========   =========   =========
</TABLE>

(1)  See Note 3: Related Party Transactions and Note 15.

See accompanying notes to combined financial statements.


                                       3
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                        COMBINED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               2005       2004       2003
                                                                             --------   --------   --------
<S>                                                                          <C>        <C>        <C>
Cash flows from operating activities:
   Net loss                                                                  ($ 4,158)  ($ 4,176)  ($ 9,240)
   Adjustments to reconcile net income to net cash provided by
      operating activities:
      Depreciation                                                              4,837      5,249      5,639
      Amortization of discount (1)                                              9,217      9,278      9,703
      Reduction in provision for bad debts                                         --       (120)      (100)
      Net gain on disposition of properties                                    (3,785)    (5,894)      (923)
      Realized loss (gain) on investment securities                                14        (50)       (97)
      Change in assets and liabilities:
         (Increase) decrease in tenant accounts receivable                       (190)       221        688
         (Increase) decrease in unbilled rent receivable                         (245)       142        (56)
         Decrease (increase) in other assets (1)                                   13       (773)        86
         Increase (decrease) in accounts payable and other liabilities (1)         84       (287)      (157)
         (Decrease) increase in deferred revenue                                  (67)        81       (343)
                                                                             --------   --------   --------
         Net cash provided by operating activities                              5,720      3,671      5,200
                                                                             --------   --------   --------
Cash flows from investing activities:
   Disposition of properties                                                    5,735     13,229        336
   Acquisition of properties                                                       --     (8,131)        --
   Improvements to rental property                                               (924)    (1,350)    (2,160)
   Decrease (increase) in restricted cash                                         158      2,242       (664)
   Decrease in deposit on sale of property                                         --         --       (301)
   Decrease in finance lease obligation                                            --       (400)        --
   Purchase of investment securities                                             (532)      (823)      (262)
   Sale of investment securities                                                1,166        404      1,245
                                                                             --------   --------   --------
         Net cash provided (used) by investing activities                       5,603      5,171     (1,806)
                                                                             --------   --------   --------
Cash flows from financing activities:
   Payments on wraparound mortgages (1)                                       (11,853)    (9,855)    (5,617)
   Increase in wraparound mortgages                                               147         --         --
   Increase in due to / from pension groups                                     1,898        677         86
   (Payments on) proceeds from other borrowings (1)                              (928)       465        323
                                                                             --------   --------   --------
         Net cash used in financing activities                                (10,736)    (8,713)    (5,208)
                                                                             --------   --------   --------
         Increase (decrease) in cash and cash equivalents                         587        129     (1,814)
Cash and cash equivalents:
   Beginning of period                                                            902        773      2,587
                                                                             --------   --------   --------
   End of period                                                             $  1,489   $    902   $    773
                                                                             ========   ========   ========
Supplemental disclosure of cash flow information:
      Cash paid during the year for interest                                 $  3,414   $  3,962   $  4,580
Supplemental disclosure of non-cash investing and financing activities:
      Reduction in wraparound mortgages from forgiveness
         or assumption of debt, net of related discount                      $ 10,713   $  6,316   $  5,070
</TABLE>

(1)  See Note 3: Related Party Transactions.

See accompanying notes to combined financial statements.


                                        4

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (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
     freestanding, single-tenant retail stores with national retailers as prime
     tenants. The ownership and operations of these properties have been
     combined in NPAMLP pursuant to a consolidation (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


                                        5

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     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, 2005, NPAMLP sold properties that generated
     approximately $35,505 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.

     NPAMLP has working capital as of December 31, 2005 and 2004, of
     approximately $1,045 and $(126), respectively, excluding amounts due to the
     managing general partner of $1,981 and $1,705, respectively, and excluding
     amounts due to the Pension Groups of $3,237 and $1,339, respectively.
     NPAMLP has $1,489 of unrestricted cash and $1,870 available under line of
     credit agreements at December 31, 2005, to meet its short-term obligations.
     Through December 31, 2005, 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, 2005, the managing general partner has
     advanced approximately $1,981 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.

          There were no impairment charges for the years ended December 31,
          2005, 2004 or 2003.


                                        6

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

          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. Cash
          and cash equivalents at December 31, 2005 and 2004 were held in the
          custody of two financial institutions. The balances, at times, may
          exceed federally insured limits. NPAMLP mitigates this risk by
          depositing funds with major financial institutions.

     (C)  RESTRICTED CASH

          Restricted cash consists principally of amounts held in escrow for
          capital improvements, real estate taxes and insurance expenses.

     (D)  ACCOUNTS RECEIVABLE

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

     (E)  INVESTMENT SECURITIES

          Investment securities, consisting of common 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.

     (F)  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.

     (G)  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.

     (H)  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.


                                        7

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     (I)  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, 2005 and 2004.

     (J)  DISCONTINUED OPERATIONS

          Income or loss from operations of sold properties is reported as
          discontinued operations in accordance with Statement of Financial
          Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
          Long-Lived Assets.

     (k)  Forgiveness of related party indebtedness

          NPAMLP historically has accounted for the gains from the forgiveness
          of related party wraparound mortgage indebtedness arising from the
          disposition of property as a component of discontinued operations in
          the combined statements of operations. In accordance with Accounting
          Principles Board Opinion No. 26, Early Extinguishment of Debt, such
          forgiveness from a related party (see Note 3) should be accounted for
          as a capital transaction (see Note 15). As a result, gains from
          extinguishment of debt previously reported as a component of
          discontinued operations have been reclassified in the accompanying
          combined statements of operations for that period to conform to the
          presentation required by APB No. 26.

     (L)  USE OF ESTIMATES

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

     (m)  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.

     (n)  New pronouncements

          In May 2005, the Financial Account Standards Board (FASB) issued
          Statement of Financial Accounting Standards No. 154, Accounting
          Changes and Error Corrections, (SFAS No. 154) a replacement of


                                        8

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

          Accounting Principles Board Opinion No. 20, Accounting Changes, and
          SFAS No. 3, Reporting Accounting Changes in Interim Financial
          Statements - An Amendment of APB Opinion No. 28. SFAS No. 154 provides
          guidance on the methods issuers should use to account for and report
          accounting changes and error corrections. Specifically, SFAS No. 154
          requires that issuers retrospectively apply any voluntary change in
          accounting principles to prior period financial statements, if it
          practicable to do so. This principle replaces APB No.20, which
          required that most voluntary changes in accounting principle be
          recognized by including the cumulative effect of the change to the new
          accounting principle on prior periods in the net income reported by
          the issuer in the period in which it instituted the change. SFAS No.
          154 also redefines the term "restatement" to mean the correction of an
          error by revising previously issued financial statements. Unless
          adopted early, SFAS No. 154 is effective for accounting changes and
          corrections of errors made in fiscal years beginning after December
          31, 2005. NPAMLP has implemented early adoption and has incorporated
          the provisions of SFAS No. 154 into these financial statements (see
          Note 15).

(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 100 percent of the outstanding balance of
     the Wraparound mortgages payable, are controlled by Lipkin. Due to 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, 2005, are $1,981
     due EBL&S, $8 due E&H and $137 due limited partnerships where Lipkin has a
     controlling interest. As of December 31, 2004 the amounts included in
     Accounts payable and other liabilities due to EBL&S, E&H and limited
     partnerships where Lipkin has a controlling interest were $1,705, $73 and
     $72, respectively. The amounts due to EBL&S were primarily for property
     management fees, leasing commissions, legal fees, administrative services
     and cash advances for debt service. Amounts earned by EBL&S for the years
     ended December 31 were as follows:


                                        9

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

<TABLE>
<CAPTION>
                            2005     2004     2003
                           ------   ------   ------
<S>                        <C>      <C>      <C>
PROPERTY MANAGEMENT FEES   $  772   $  820   $  887
LEASING COMMISSIONS           127       84      107
ADMINISTRATIVE SERVICES       149      156      157
                           ------   ------   ------
   TOTAL                   $1,048   $1,060   $1,151
                           ======   ======   ======
</TABLE>

     During the fourth quarter of 2005, a limited liability company controlled
     by Lipkin, purchased from the unrelated third party owner, the land in San
     Mateo, California that is ground leased by NPAMLP. The term of the ground
     lease expires in 2025 and provides for annual rental payments by NPAMLP of
     $96.

     During the fourth quarter of 2004, NPAMLP sold the property located in
     Crescent City, California for $900 that included the assumption of related
     debt in the amount of $84, to a limited partnership in which Lipkin owned
     the 1% interest of the general partner. The transaction was structured to
     be a tax deferred exchange in accordance with Section 1031 of the Internal
     Revenue Code, however the purchase side of this transaction was not
     completed. As part of this transaction, the Pension Group forgave $749 in
     wraparound mortgages that have been recognized as a reduction to Partners'
     deficit in 2005.

     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 any of the 97,752 units of NPAMLP at December
     31, 2005, 2004 and 2003, respectively.

     NPA holds purchase money mortgages on certain properties of NPAMLP. The
     purchase money mortgages aggregated approximately $17,434 and $18,452 at
     December 31, 2005 and 2004, respectively.

(4)  TENANT LEASES

     At December 31, 2005 and 2004, NPAMLP effectively owned and operated 29 and
     32 properties, respectively, as listed in Schedule I, that were comprised
     principally of shopping centers and free standing, single-tenant retail
     stores with approximately 130 tenants, under various lease agreements which
     are treated as operating leases.

     In addition to minimum rental payments, the leases generally provide for
     additional rents based on operating results of the tenants, reimbursement
     for certain common area maintenance charges, real estate taxes and property
     insurance and renewal options. The leases expire under their original terms
     at various dates between 2006 and 2026.


                                       10

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

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

<TABLE>
<S>          <C>
2006         $ 11,223
2007           10,136
2008            9,109
2009            7,825
2010            8,399
THEREAFTER     57,245
             --------
   TOTAL     $103,937
             ========
</TABLE>

     Rental income includes approximately $426, $562 and $1,255 related to
     percentage rents for the years ended December 31, 2005, 2004 and 2003,
     respectively.

(5)  MAJOR TENANTS

     NPAMLP's primary anchor tenants are Kmart Corporation and its subsidiaries
     ("Kmart") and CVS Corporation ("CVS"). In 2005, 2004 and 2003, Kmart
     accounted for approximately 28%, 32% and 39%, respectively, of the rental
     income received by NPAMLP and CVS accounted for approximately 11%, 8% and
     3%, respectively of the rental income received by NPAMLP. In January 2002,
     Kmart filed a voluntary petition for protection under Chapter 11 of the
     United States Bankruptcy Code. 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. As of December 31, 2005, NPAMLP had 11 leases with
     Kmart aggregating approximately 1,042,000 square feet and 5 leases with CVS
     aggregating approximately 49,000 square feet. As of December 31, 2005 and
     2004, NPAMLP was due $111 and $0, respectively, from Kmart under its
     leases. As of December 31, 2005 and 2004, no amounts were due from CVS
     under its leases.

(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 Combined Statement of Operations and Changes in Partners'
     Deficit.


                                       11
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     In 2005, NPAMLP sold the properties in Ardmore, Oklahoma, Bowling Green,
     Ohio and Cahokia, Illinois to unrelated third parties and sold a portion of
     the Waverly, Ohio property to the anchor tenant at this property. The net
     gain on these transactions was $3,785 and the Pension Groups forgave $4,009
     of wraparound mortgages, net of discounts. All of these transactions were
     included in Discontinued operations in the Combined Statement of Operations
     and Changes in Partners' Deficit.

     In 2004, NPAMLP sold the properties in Ocala, Florida, Menominee, Michigan,
     Sault Ste. Marie, Michigan, and Steger, Illinois, in transactions
     structured to be tax deferred exchanges in accordance with Section 1031 of
     the Internal Revenue Code. Also in 2004, the property in Chesapeake,
     Virginia was conveyed to the ground lessor in accordance with the terms of
     the ground lease. The net gain on these transactions was $5,894 and the
     Pension Groups forgave $5,627 in wraparound mortgages, net of discounts,
     which was recognized as a reduction to Partners' deficit (see Note 15). In
     2004, NPAMLP also sold the properties in Crescent City, California and
     International Falls, Minnesota in transactions originally structured to be
     tax deferred exchanges. However, the purchase side of the transaction was
     not completed in 2005. As a result, $237 in wraparound mortgages, net of
     discounts, was forgiven by the Pension Groups in 2005. This amount is
     recognized as a reduction to the Partners' deficit account of NPAMLP. All
     of these transactions were included in Discontinued operations in the
     Combined Statement of Operations and Changes in Partners' Deficit (see Note
     15).

     In February 2003, the Escanaba, Michigan property was sold. The net gain on
     this transaction was $133 and the Pension Groups forgave $362 in wraparound
     mortgages, net of discounts. In March 2003, a portion of the Wheelersburg,
     Ohio property was sold. The net gain on this transaction was $336. In July
     2003, due to the vacancy of the property arising from Kmart's bankruptcy
     (see Note 5), the Hutchinson, Minnesota property was foreclosed by its
     lender. As a result of this transaction, a net gain of $741 was recognized
     and the Pension Groups forgave $456 in wraparound mortgages, net of
     discounts. These transactions were included in Discontinued operations in
     the Combined Statement of Operations and Changes in Partners' Deficit for
     the year ended December 31, 2003.

(7)  GROUND LEASES / FINANCE LEASE OBLIGATION

     NPAMLP is obligated under 11 noncancellable ground leases that expire
     between 2010 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 January 2004 the ground lease on the Chesapeake, Virginia property
     terminated and the property conveyed to


                                       12

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     the ground lessor in accordance with the terms of the ground lease. As a
     result, the Finance lease obligation was reduced by $400, and a net gain
     was recorded for $904. As part of this transaction the Pension Groups
     forgave $3,440 in wraparound mortgages, net of discounts (see Note 15).

     Future minimum lease payments under all noncancellable ground leases as of
     December 31, 2005 are approximately:

<TABLE>
<S>          <C>
2006         $   816
2007             816
2008             816
2009             816
2010             634
THEREAFTER     9,258
             -------
   TOTAL     $13,156
             =======
</TABLE>

     Total rental expense for ground leases for the years ended December 31,
     2005, 2004, 2003, was approximately $589, $613 and $556, respectively. In
     addition, $281, $282 and $306 of ground rent was recorded as interest
     expense for the years ended December 31, 2005, 2004 and 2003, 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 (7.25% at December 31, 2005) 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 (7.25% at December 31, 2005) and is scheduled to expire May
     2006. In 2004 the aggregate availability under the lines of credit was
     increased to $2,500. As of December 31, 2005 and 2004, $630 and $1,558,
     respectively were owed by NPAMLP under these lines of credit, excluding $8
     and $73 in accrued interest at December 31, 2005 and 2004. Total interest
     expense under the lines of credit for the years ending December 31, 2005,
     2004 and 2003, was $85, $54 and $19, respectively.

(9)  WRAPAROUND MORTGAGES

     The properties combined in NPAMLP are subject to nonrecourse wraparound
     mortgages. The wraparound mortgages are cross-collateralized among the
     properties owned by NPAMLP. The wraparound mortgages are 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


                                       13

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     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.

     In prior years, the Pension Groups had forgiven the wraparound mortgages
     remaining after the disposition of properties that were owned by Audited
     and Unaudited Partnerships. For the years ended December 31, 2005, 2004 and
     2003, wraparound mortgage obligations of approximately $10,300, $9,054 and
     $5,328, respectively, with related discounts of $6,054, $3,427 and $4,091,
     respectively, were forgiven in connection with various property
     dispositions. The net amounts of $4,246, $5,627 and $1,237 are included in
     Partners' deficit as Forgiveness of wraparound mortgages payable for the
     years ended December 31, 2005, 2004 and 2003, respectively (see Note 15).

     In 2004 NPAMLP refinanced the underlying mortgage on the Lake Mary, Florida
     property and negotiated a discount from the holder of the underlying
     mortgage. As a result of this transaction, the Pension Groups forgave
     $1,187 in wraparound mortgages payable, which was recognized as a reduction
     to Partners' deficit (see Note 15).

     The wraparound mortgages have maturity dates varying from August 2009 to
     December 2013 and a stated interest rate of 4.1%.

     Certain wraparound mortgages are fully amortized over the life of the
     mortgage loan while other wraparound mortgages require balloon payments to
     satisfy the wraparound mortgage obligations. Also, the Pension Groups have
     balloon payments due on the third-party underlying mortgage obligations.
     For the year ended December 31, 2006, balloon payments of $4,600 are due on
     the third party underlying mortgage obligations.

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

<TABLE>
<S>    <C>
2006   $6,404
2007    6,635
2008    6,857
2009    7,079
2010    7,292
</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, a net loss was recorded for $232 and $418 in wraparound mortgages,
     net of discounts, was forgiven by the Pension Groups and recognized as a
     reduction to Partners' deficit.


                                       14

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

(11) INVESTMENT SECURITIES AVAILABLE FOR SALE

     Investments in available for sale common and preferred stock securities
     were as follows as of December 31, 2005, and 2004:

<TABLE>
<CAPTION>
                                              DECEMBER 31, 2005
                                --------------------------------------------
                                               GROSS        GROSS
                                AMORTIZED   UNREALIZED   UNREALIZED   MARKET
                                   COST        GAINS       LOSSES      VALUE
                                ---------   ----------   ----------   ------
<S>                             <C>         <C>          <C>          <C>
COMMON STOCK                       $440         $69          $6        $503
SECURITIES AVAILABLE FOR SALE      $440         $69          $6        $503
</TABLE>

<TABLE>
<CAPTION>
                                              DECEMBER 31, 2004
                                --------------------------------------------
                                               GROSS        GROSS
                                AMORTIZED   UNREALIZED   UNREALIZED   MARKET
                                   COST        GAINS       LOSSES      VALUE
                                ---------   ----------   ----------   ------
<S>                             <C>         <C>          <C>          <C>
COMMON STOCK                      $1,060        $77          --       $1,137
SECURITIES AVAILABLE FOR SALE     $1,060        $77          --       $1,137
</TABLE>

(12) PARTNERS' DEFICIT

     Following is a summary of the combined changes in partners' deficit for the
     three years ended December 31, 2005 (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>
January 1, 2003, as
originally stated                 1,000     96,752    97,752    ($462)    ($45,768)  ($46,230)
Prior period adjustment (see
Note 15)                             --         --        --      106       10,528     10,634
                                  -----     ------    ------    -----     --------   --------
January 1, 2003, as adjusted      1,000     96,752    97,752     (356)     (35,240)   (35,596)
Net loss                             --         --        --      (92)      (9,148)    (9,240)
Forgiveness of wraparound
mortgages payable                    --         --        --       12        1,225      1,237
Unrealized loss on investment
securities                           --         --        --        1           92         93
                                  -----     ------    ------    -----     --------   --------
</TABLE>


                                       15
<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

<TABLE>
<S>                             <C>     <C>      <C>      <C>     <C>        <C>
December 31, 2003               1,000   96,752   97,752    (435)   (43,071)   (43,506)
Net loss                           --       --       --     (42)    (4,134)    (4,176)
Forgiveness of wraparound
mortgages payable                  --       --       --      56      5,571      5,627
Unrealized loss on investment
securities                         --       --       --      --          8          8
                                -----   ------   ------   -----   --------   --------
December 31, 2004               1,000   96,752   97,752    (421)   (41,626)   (42,047)
Net loss                           --       --       --     (42)    (4,116)    (4,158)
Forgiveness of wraparound
mortgages payable                  --       --       --      42      4,204      4,246
Unrealized loss on investment
securities                         --       --       --      --        (13)       (13)
                                -----   ------   ------   -----   --------   --------
December 31, 2005               1,000   96,752   97,752   ($421)  ($41,551)  ($41,972)
                                =====   ======   ======   =====   ========   ========
</TABLE>

(13) 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.

(14) 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 (the reduction in the interest rate was evaluated by NPAMLP
     in accordance with Emerging Issues Task Force 96-19, Debtor's Accounting
     for a Modification or Exchange of Debt Instruments, and was determined not
     to be a substantial modification of terms as defined therein) ; (b) remove
     certain of the properties secured by the NPAEP and PVPG Wrap Mortgages from
     the burden of the cross-default and cross-collateralization provisions
     currently contemplated by the Restructuring Agreement effective as of
     January 1, 1990 by and among MLPG, NPAMLP, National Property Analysts, Inc.
     and others; and (c) agree to release the lien of the Wrap Mortgages from
     the Properties upon a sale of or the 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


                                       16

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

     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 (2006 through 2013) the projected balance due for all of the Wrap
     Mortgages at December 31, 2013 is expected to approximate $133,000. 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.


                                       17

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

(15) RESTATEMENT OF FINANCIAL STATEMENTS / PRIOR PERIOD ADJUSTMENT

     NPAMLP had historically accounted for the forgiveness of wraparound
     mortgage indebtedness arising from the disposition of a property as a
     component of the recognized gain or loss on disposition, and reported those
     gains or losses in the discontinued operations section of the Statement of
     Operations and Changes in Partners' Deficit in the year of disposition. For
     the years ended December 31, 2004 and 2003, NPAMLP determined that since
     the wraparound mortgages were forgiven by a related party (see Note 3),
     such forgiveness should have been accounted for as a capital transaction in
     accordance with Accounting Principles Board Opinion No. 26, Early
     Extinguishment of Debt. As a result, the net income for the year ended
     December 31, 2004 decreased by $5,627 and the net loss for the year ended
     December 31, 2003 increased by $1,237. The effect of the adjustment was to
     reduce the Partners' deficit by the same amounts for the years ended
     December 31, 2004 and 2003.

     In addition, NPAMLP concluded that for certain properties acquired pursuant
     to certain tax deferred exchange transactions, the amortization of the
     discount on the wraparound mortgages was not consistent with the interest
     method, and did not result in a constant rate of interest. As a result,
     NPAMLP is restating its financial statements for the years ended December
     31, 2004 and 2003. Consequently, interest expense for the years ending
     December 31, 2004 and 2003 has been increased by $1,198 and $1,000,
     respectively. For the years prior to 2003, the cumulative effect of the
     correction, in the amount of $55, has been recognized as a prior period
     adjustment increasing the Partners' deficit of NPAMLP as of January 1,
     2003.

     As disclosed in Note 2, the Discount on wraparound mortgages represents the
     difference between the present value of the mortgage payments due at the
     stated rate and the imputed rate. Effective January 1, 2003, NPAMLP
     re-evaluated the balance of the discount on wraparound mortgages to
     consider the cumulative effect of the changes in future cash flows required
     under the wraparound mortgage obligations. These changes to the original
     estimate arose from reductions in the balloon payments due on the
     wraparound mortgages arising from partial sales of certain properties,
     reductions in the annual payments required under the wraparound mortgages
     and the change in interest rate pursuant to the future interest agreement
     (see Note 14). The resultant calculation of the estimated value of the
     discount on wraparound mortgages increased the discount by $10,689, which
     was recognized as a prior period adjustment decreasing the Partners'
     deficit of NPAMLP as of January 1, 2003. The prior period adjustment had no
     effect on net loss or net loss per unit for 2003.


                                       18

<PAGE>

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                     Notes to Combined Financial Statements
                        December 31, 2005, 2004 and 2003
                             (dollars in thousands)

The following is a summary of the impact of the restatement on the Combined
Statements of Operations and Changes in Partners' Deficit for the years ended
December 31, 2004 and 2003. The amounts reflected below may differ from amounts
reported on the Combined Statement of Operations due to adjustments related to
SFAS 144 (see Note 2) for the measurement of long-lived assets to be disposed of
by sale:

<TABLE>
<CAPTION>
                                          As
                                      originally
                                        stated     As adjusted
                                      ----------   -----------
<S>                                   <C>          <C>
2004
Interest expense                        $11,498      $12,696
Net loss from continuing operations      (6,217)      (7,842)
Net income (loss)                         2,649       (4,176)
Net income (loss) per unit                27.10       (42.72)

2003
Interest expense                        $11,429      $12,429
Net loss from continuing operations      (8,063)      (7,465)
Net income (loss)                        (7,003)      (9,240)
Net income (loss) per unit               (71.64)      (94.52)
</TABLE>


                                       19

<PAGE>

                                                                      SCHEDULE I

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)

         Properties Effectively Owned by NPAMLP at December 31, 2005 (1)

Property Location

Cottage Grove, MN
Dunmore, PA*
East Haven, CT
Federal Way, WA
Grand Rapids, MI
Huntington, WV
Huntsville, AL*
Independence, MO
Kalamazoo, MI*+
Lake Mary, FL
Lawnside, NJ
Lockport, IL
Marquette, MI*
Maryville, MO*
New Hope, MN
North Augusta, SC*
North Sarasota, FL
O'Fallon, MO
Oak Lawn, IL*
Painesville, OH
Philadelphia, PA*
Rockville, MD (2)
San Mateo, CA*
Seven Hills, OH*+
Taylorville, IL
Urbana, IL
Waverly, OH
Wheelersburg, OH
Yazoo City, MS

*    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 title holder 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.

(2)  NPAMLP owns an 82% interest in this property.


                                       20
<PAGE>

                                                                     SCHEDULE II

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                   Combined Valuation and Qualifying Accounts
                        December 31, 2005, 2004 and 2003
                                 (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, 2003       $250        (98)            2         ($150)
   YEAR ENDED DECEMBER 31, 2004        150         --          (120)           30
   YEAR ENDED DECEMBER 31, 2005         30         --            --            30
</TABLE>


                                       21

<PAGE>

                                                                    SCHEDULE III

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
           Combined Real Estate and Accumulated Depreciation Schedule
                        December 31, 2005, 2004 and 2003
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                            COST CAPITALIZED
                                                                              (WRITTEN OFF)
                                                                              SUBSEQUENT TO
                                                     INITIAL   COST            ACQUISITION
                                                 ----------------------   --------------------

                                                          BUILDINGS AND          BUILDINGS AND
PROPERTY LOCATION                 ENCUMBRANCES    LAND     IMPROVEMENTS   LAND    IMPROVEMENTS
------------------                ------------   ------   -------------   ----   -------------
<S>                               <C>            <C>      <C>             <C>    <C>
Cottage Grove, MN                      6,356        740        5,549      (375)      3,891
Dunmore, PA                              854          0        1,350         0           0
East Haven, CT                         2,164        447        4,883       (12)      3,535
Federal Way, WA                        1,157         86        1,894         0           0
Grand Rapids, MI                       3,624        685        2,740         0           0
Huntington, WV                         1,963        336        3,649         0         618
Huntsville, AL                           784          0        1,904         0         227
Independence, MO                       2,623        394        3,550         0         658
Kalamazoo, MI                          3,443        250        4,850         0         503
Lake Mary, FL                          7,608      1,310        7,422         0           0
Lawnside, NJ                           3,640        633        3,874         0          60
Lockport, IL                           2,040        286        2,572         0         515
Marquette, MI                          5,678          0        5,700         0       9,487
Maryville, MO                            909          0        1,248         0         117
New Hope, MN                           3,387        357        3,774         0         451
North Augusta, SC                      2,684        100        2,900         0         785
North Sarasota, FL                     3,779        459        5,686         0         320
O'Fallon, MO                           3,069        343        3,626         0         383
Oak Lawn, IL                           7,963          0        9,028         0         533
Painesville, OH                        3,914        181        1,989         0           0
Philadelphia, PA                       3,872        529        5,860         0         297
Rockville, MD                          4,997        941        3,765         0           0
San Mateo, CA                          3,070          0        6,672         0           0
Seven Hills, OH                        1,783        371        3,771         0           0
Taylorville, IL                        1,993        492        3,696         0         132
Urbana, IL                             2,861        633        4,753         0         101
Waverly, OH                            1,767        471        2,920      (355)     (2,230)
Wheelersburg, OH                         584        194        2,081      (110)       (702)
Yazoo City, MS                         1,909        158        1,820         0         474
                                     -------     ------      -------      ----      ------
   Total                             $90,475     10,396      113,526      (852)     20,064
                                     -------     ======      =======      ====      ======

Cross-collateralized wraparound
   mortgages on properties
   previously disposed                 8,242
                                     -------
                                     $98,717
                                     =======
</TABLE>


                                       22

<PAGE>

                                                                   SCHEDULE III,
                                                                       CONTINUED

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
           Combined Real Estate and Accumulated Depreciation Schedule
                        December 31, 2005, 2004 and 2003
                                 (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>
Cottage Grove, MN      365        9,440        9,805       4,234         11/81      Varies     Varies
Dunmore, PA              0        1,350        1,350       1,350         06/75      30 years   Straight Line
East Haven, CT         435        8,418        8,853       4,730         08/80      Varies     Varies
Federal Way, WA         86        1,894        1,980       1,562         04/81      30 years   Straight Line
Grand Rapids, MI       685        2,740        3,425         107         11/04      30 years   Straight Line
Huntington, WV         336        4,268        4,604       2,805         10/84      Varies     Varies
Huntsville, AL           0        2,131        2,131       1,438         03/84      Varies     Varies
Independence, MO       394        4,208        4,602       3,144         05/81      Varies     Varies
Kalamazoo, MI          250        5,353        5,603       4,254         09/80      Varies     Varies
Lake Mary, FL        1,310        7,422        8,732       2,104         12/94      Varies     Varies
Lawnside, NJ           633        3,934        4,567         652         02/01      30 years   Straight Line
Lockport, IL           286        3,087        3,373       2,253         07/82      Varies     Varies
Marquette, MI            0       15,187       15,187       8,631         05/83      Varies     Varies
Maryville, MO            0        1,365        1,365         955         11/83      Varies     Varies
New Hope, MN           357        4,225        4,582       3,233         03/81      Varies     Varies
North Augusta, SC      100        3,685        3,785       2,550         03/80      30 years   Straight Line
North Sarasota, FL     459        6,006        6,465       4,866         11/80      Varies     Varies
O'Fallon, MO           343        4,009        4,352       3,064         03/81      Varies     Varies
Oak Lawn, IL             0        9,561        9,561       7,481         10/81      Varies     Varies
Painesville, OH        181        1,989        2,170         398         03/00      30 years   Straight Line
Philadelphia, PA       529        6,156        6,685       5,114         08/80      Varies     Varies
Rockville, MD          941        3,765        4,706         136         12/04      30 years   Straight Line
San Mateo, CA            0        6,672        6,672       5,374         11/81      30 years   Straight Line
Seven Hills, OH        371        3,771        4,142       2,923         10/82      30 years   Straight Line
Taylorville, IL        492        3,828        4,320       2,942         11/82      Varies     Varies
Urbana, IL             633        4,854        5,487       3,692         11/82      Varies     Varies
Waverly, OH            116          600          716         383         10/82      Varies     Varies
Wheelersburg, OH        84        1,379        1,463         987         10/83      Varies     Varies
Yazoo City, MS         158        2,294        2,452       1,464         09/84      Varies     Varies
                     -----      -------      -------      ------
   Total             9,544      133,591      143,135      82,826
                     =====      =======      =======      ======
</TABLE>


                                       23

<PAGE>

                                                                   SCHEDULE III,
                                                                   CONTINUED

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
           Combined Real Estate and Accumulated Depreciation Schedule
                        December 31, 2005, 2004 and 2003
                                 (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
                              ------------------------------
                                2005       2004       2003
                              --------   --------   --------
<S>                           <C>        <C>        <C>
Beginning Balance             $167,607   $181,738   $188,739
Improvements                       924      1,350      2,160
Acquisitions                         0      8,131          0
Disposals / write-downs        (25,396)   (23,612)    (9,161)
                              --------   --------   --------
                              $143,135   $167,607   $181,738
                              ========   ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                 ACCUMULATED DEPRECIATION
                              ------------------------------
                                2005       2004       2003
                              --------   --------   --------
<S>                           <C>        <C>        <C>
Beginning Balance             $ 94,944   $105,282   $105,558
Depreciation - Original          3,988      4,420      4,868
Depreciation - Improvements        849        829        771
Disposals                      (16,955)   (15,587)    (5,915)
                              --------   --------   --------
                              $ 82,826   $ 94,944   $105,282
                              ========   ========   ========
</TABLE>


                                       24

<PAGE>

                                                                     SCHEDULE IV

              NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
                             (a limited partnership)
                   Quarterly Results of Operations (Unaudited)
                           December 31, 2005, and 2004
                                 (in thousands)

<TABLE>
<CAPTION>
                                                         Quarter Ended
                                      ---------------------------------------------------
                                      March 31,   June 30,   September 30,   December 31,
                                         2005       2005          2005           2005
                                      ---------   --------   -------------   ------------
<S>                                   <C>         <C>        <C>             <C>
Total income                           $ 4,618     $ 4,583      $ 4,426        $ 3,308
Total operating expenses (1)             6,195       6,357        6,617          4,459
                                       -------     -------      -------        -------
Operating loss (1)                      (1,577)     (1,774)      (2,191)        (1,151)
Other income (loss)                         (9)          0            0             (5)
                                       -------     -------      -------        -------
Income (loss) from continuing
   operations (1)                       (1,586)     (1,774)      (2,191)        (1,156)
Income (loss) from discontinued
   operations (1)                            0         237          902          1,410
                                       -------     -------      -------        -------
Net income (loss) (1)                   (1,586)     (1,537)      (1,289)           254
                                       -------     -------      -------        -------
Net income (loss) per unit (1)         $(16.22)    $(15.72)     $(13.19)       $  2.59
                                       =======     =======      =======        =======
</TABLE>

<TABLE>
<CAPTION>
                                                         Quarter Ended
                                      ---------------------------------------------------
                                      March 31,   June 30,   September 30,   December 31,
                                         2004       2004         2004            2004
                                      ---------   --------   -------------   ------------
<S>                                   <C>         <C>        <C>             <C>
Total income                           $ 4,255     $ 4,444      $ 3,611        $ 2,562
Total operating expenses (1)             6,948       6,205        5,018          4,593
                                       -------     -------      -------        -------
Operating loss (1)                      (2,693)     (1,761)      (1,407)        (2,031)
Other income (loss)                         25          25           --             --
                                       -------     -------      -------        -------
Loss from continuing operations (1)     (2,668)     (1,736)      (1,407)        (2,031)
Income (loss) from discontinued
   operations (1)                       (1,161)      2,198        4,787         (2,158)
                                       -------     -------      -------        -------
Net income (loss) (1)                   (3,829)        462        3,380         (4,189)
                                       -------     -------      -------        -------
Net loss per unit (1)                  $(39.17)    $  4.73      $ 34.58        $(42.86)
                                       =======     =======      =======        =======
</TABLE>

(1)  Amounts have been restated from previously filed interim financial reports.
     See Note 15


                                       25