PUT-CALL

                                OPTION AGREEMENT



            This PUT-CALL OPTION AGREEMENT (the "Agreement"), dated as of

January 1, 2002, is made by and among THE NEWKIRK MASTER LIMITED PARTNERSHIP, a

Delaware limited partnership (the "Master Partnership"), NK-CR HOLDINGS LLC, a

Delaware limited liability company ("NK-CR"), and HOLDINGS SUBSIDIARY LLC, a

Delaware limited liability company wholly-owned, directly and indirectly, by

NK-CR ("Holdings").



            WHEREAS, (i) NK-CR is the sole limited partner of, and holder of 99%

of the economic interests in, T-Two Partners, L.P., a Delaware limited

partnership ("T-Two Partners"), and (ii) Holdings is the sole general partner

of, and holder of 1% of the economic interests in, T-Two Partners;



            WHEREAS, T-Two Partners is the sole beneficial and record owner of

the Grantor Trust T-2 Certificate (the "T-2 Certificate") issued under the

Second Amended and Restated Grantor Trust Agreement, dated as of April 1,1999,

among NK-CR T-1 Seller LLC, T-Two Partners, Midland Loan Services, Inc. and

LaSalle National Bank, as Grantor Trust Trustee (the "Grantor Trust Agreement"),

which Certificate represents indirect interests in second mortgages of 74

partnerships owning commercial net lease properties and managed by The Newkirk

Group (the "Newkirk Partnerships") and 11 other partnerships owning commercial

net lease properties and managed by The Newkirk Group;



            WHEREAS, the Newkirk Partnerships, the Master Partnership and the

Newkirk Group are on the date hereof consummating the Exchange (as defined in

the Consent Solicitation Statement/Offering Circular of the Newkirk Partnerships

and the Master Partnership dated October 23, 2001; hereinafter the "Consent

Solicitation Statement"), pursuant to which, among other things, (i) 90 of the

Newkirk Partnerships will be merged into subsidiaries of the Master Partnership,

(ii) certain limited partners in non-participating Newkirk Partnerships who

voted in favor of the Exchange will contribute to the Master Partnership their

limited partnership interests in those Newkirk Partnerships, and (iii) the

Newkirk Group will contribute various other assets to the Master Partnership; in

each case, in exchange for units of limited partnership interests in the Master

Partnership ("Units"); and



            WHEREAS, in connection with the Exchange, the parties wish to

provide for the Put Option and Call Option described below on the terms and

subject to the conditions set forth in this Agreement.



            NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

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