Exhibit (a)(1)(vii)

EX-99 4 exhibit_a1vii.htm EXHIBIT (A)(1)(VII) Exhibit (a)(1)(vii)

EXHIBIT (a)(1)(vii)

Amended and Restated Offer to Purchase sent by the Partnership
to Limited Partners on July 30, 2001.

Amended and Restated
Offer to Purchase for Cash by
NTS-Properties VI and ORIG, LLC
of up to 200
Limited Partnership Interests
of NTS-Properties VI
at $380 per Interest

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
STANDARD TIME, ON TUESDAY, SEPTEMBER 25, 2001, UNLESS THE OFFER IS EXTENDED.

A summary of the principal terms of the offer appears on pages ii through
iv. You should read this entire document carefully before deciding whether to
tender your limited partnership interests.

If you tender all or any portion of your interests you will be subject to
certain risks including:

o The purchase price of the interests may be less than the fair market
value and liquidation value of the interests.
o As a result of your tender you may suffer negative tax consequences.
o There is a conflict of interest between limited partners who tender
interests in the offer, limited partners who do not tender, and the
general partner of the partnership, which creates a risk that the
purchase price will be less than the fair value of the interests.

If you continue to hold all or any portion of your interests you will be
subject to certain risks including:

o There is no developed market for the interests, which may prevent you
from being able to liquidate your investment or receive fair value for
your investment.
o There are restrictions on your ability to transfer interests.
o Cash distributions have been suspended and may be permanently
eliminated.
o The partnership may not make future cash distributions to its limited
partners.
o The partnership is using its cash reserves to fund its portion of the
offer to purchase, which will reduce existing cash available for
future needs and contingencies.
o The partnership may not be able to pay for necessary capital
improvements to partnership properties.
o The offer to purchase may result in increased voting control by
affiliates of the partnership.
o The partnership has no current plans to liquidate.
o If tenants occupying some of the partnership's properties experience
financial difficulties or do not renew their leases, this could harm
the partnership's financial operations.
o There are significant general economic risks associated with
investments in real estate.

See "RISK FACTORS."

Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or any other documents relating to
this Offer may be directed to NTS Investor Services c/o Gemisys at (800)
387-7454.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this Offer to Purchase is June 25, 2001.
The Offer to Purchase has been amended and restated as of July 30, 2001.

SUMMARY TERM SHEET

o The Offerors. ORIG, LLC and NTS-Properties VI are making this tender offer.
ORIG is a Kentucky limited liability company, affiliated with your general
partner and NTS- Properties VI, that regularly engages in real
estate-related activities including acquiring, developing, renovating and
rehabilitating, financing and divesting properties. NTS- Properties VI, is
a Maryland limited partnership that owns residential rental and commercial
real estate properties and owns joint venture interests in residential
rental and commercial real estate properties. See Section 10 of this Offer
to Purchase.

o Our Offer. We are offering to purchase up to 200 of the partnership's
outstanding interests that are not owned by our affiliates. Currently,
there are 38,994 outstanding interests, including interests owned by our
affiliates. See Introduction to this Offer to Purchase.

o Our Offering Price. We will purchase interests in the offer in cash for
$380 per interest. See Section 2 of this Offer to Purchase.

o Other Parties Involved. While we are the only parties offering to purchase
your interests, we are affiliated with two other parties, J.D. Nichols and
Brian Lavin, who have made filings with the Securities and Exchange
Commission in connection with our offer. Both Mr. Nichols and Mr. Lavin are
executive officers of NTS Capital Corporation, which is the corporate
general partner of your general partner, and Mr. Nichols is also the sole
director of NTS Capital Corporation and the managing general partner of
your general partner. Mr. Nichols and Mr. Lavin have decision-making
authority with regard to your general partner. See Section 11 of this Offer
to Purchase.

o Factors in Determining Our Offering Price. Your general partner determined
the offering price in its sole discretion. In determining the offering
price per interest your general partner considered, among other things, the
following:

o The per interest price paid or offered to limited partners in previous
transactions, such as tender offers by us or third parties, secondary
market transactions in which we purchased interests from limited
partners, and third-party transactions in which limited partners sold
their interests to third parties who are not affiliated with us. In
February 2000 ORIG purchased 675 interests from two limited partners
at an average purchase price of $416.49 per interest. In April 2001
ORIG purchased 165 interests from two limited partners, who are
affiliated with each other, at a purchase price of $400 per interest.
See Section 2 of this Offer to Purchase.

o The absence of a trading market for the interests. See Section 2 of
this Offer to Purchase.

o Additional Purchases. If more than 200 interests are tendered, we may
purchase additional interests, in our sole discretion. If the offer remains
oversubscribed, we will purchase your interests on a pro rata basis. See
Section 2 of this Offer to Purchase.

o Conditions to Our Offer. We are offering to purchase outstanding interests
from all limited partners, and our offer is not generally conditioned on
your tendering any minimum number of your interests. We will not, however,
accept your tender if, as a result of the tender, you would continue to be
a limited partner and would hold fewer than 5 interests. There are a number
of other conditions to our offer, including the absence of certain changes
in your partnership, the absence of certain changes in the financial
markets and the absence of competing tender offers. See Sections 2 and 6 of
this Offer to Purchase.

o Purpose of Our Offer. The purpose of our offer is to provide limited
partners who desire to liquidate some or all of their investment in the
partnership with a method for doing so. See Section 1 of this Offer to
Purchase.

o Right to Extend the Expiration Date. The offer expires on Tuesday,
September 25, 2001 at 12:00 Midnight, Eastern Standard Time, but we may
extend the expiration date by providing you with a written notice of the
extension. See Section 2 of this Offer to Purchase.

o Subsequent Offering Period. We do not anticipate having a subsequent
offering period after the expiration date of the initial offering period,
including any extensions. See Section 2 of this Offer to Purchase.

o How to Tender Your Interests. To tender your interests, complete and sign
the accompanying letter of transmittal included in these materials, and
send it to NTS Investor Services c/o Gemisys via mail at the address set
forth in Section 16 of this Offer to Purchase by 12:00 Midnight, Eastern
Standard Time on Tuesday, September 25, 2001. See Section 3 of this Offer
to Purchase.

o Withdrawal Rights. If you tender, you can withdraw your interests at any
time before the expiration date, including any extensions, or the date we
accept interests, whichever is later. See Section 4 of this Offer to
Purchase.

o How to Withdraw. To withdraw your interests, you must send a written notice
of withdrawal via mail or facsimile which must be received, on or before
the expiration date or the date we accept tendered interests, whichever is
later, by NTS Investor Services c/o Gemisys at the address or facsimile
number set forth in Section 16 of this Offer to Purchase. If you file a
notice of withdrawal it must specify your name and the amount of interests
that you are withdrawing. See Section 4 of this Offer to Purchase.

o Payment For Your Interests. If you tender your interests and we accept your
tender, we will pay you for those interests which we purchase with a check.
We will deliver all checks

iii

by first class U.S. Mail deposited in the mailbox within five business days
after the expiration date. See Section 5 of this Offer to Purchase.

o Tax Consequences. Your sale of interests in this offer will be a taxable
transaction for federal income tax purposes. The consequences to each of
you may vary, and you should consult your tax advisor to determine the
precise tax consequences to you. See Section 12 of this Offer to Purchase.

o Availability of Funds. We currently have funds available under a line of
credit that are sufficient to enable us to purchase all of the interests
sought in our offer. See Section 9 of this Offer to Purchase.

o Additional Information. If you would like any additional information about
the offer, you may call 1-800-387-7454.

-----------------------------------------------------

IMPORTANT

IF YOU WISH TO TENDER ALL OR ANY PORTION OF YOUR INTERESTS, YOU SHOULD
COMPLETE AND SIGN THE ENCLOSED LETTER OF TRANSMITTAL, IN ACCORDANCE WITH THE
INSTRUCTIONS IN THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL, AND DELIVER IT
TOGETHER WITH THE CERTIFICATE(S) OF OWNERSHIP FOR THE INTERESTS BEING TENDERED,
THE SUBSTITUTE FORM W-9 AND ANY OTHER REQUIRED DOCUMENTS TO THE PARTNERSHIP. IF
THE CERTIFICATE(S) OF OWNERSHIP FOR THE INTERESTS IS (ARE) LOST, STOLEN,
MISPLACED OR DESTROYED, YOU SHOULD EXECUTE THE AFFIDAVIT AND INDEMNIFICATION
AGREEMENT FOR MISSING CERTIFICATE(S) OF OWNERSHIP ATTESTING TO THE FACT THAT THE
CERTIFICATE WAS LOST OR STOLEN, MISPLACED OR DESTROYED AND RETURN IT IN PLACE OF
THE CERTIFICATE. IF YOU HAVE INTERESTS REGISTERED IN THE NAME OF A BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU MUST CONTACT THAT
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF YOU DESIRE TO
TENDER THESE INTERESTS.

IF YOU TENDER ALL OR ANY PORTION OF YOUR INTERESTS, YOU ARE SUBJECT TO
CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.

THE OFFER IS NOT CONDITIONED ON THE TENDER OF ANY MINIMUM NUMBER OF
INTERESTS; PROVIDED, HOWEVER, WE WILL NOT ACCEPT YOUR TENDER IF, AS A RESULT OF
THE TENDER, YOU WOULD CONTINUE TO BE A LIMITED PARTNER AND WOULD HOLD FEWER THAN
5 INTERESTS. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE ABSENCE OF
CERTAIN CONDITIONS DESCRIBED IN SECTION 6 OF THIS OFFER TO PURCHASE.

WE ARE NOT MAKING ANY RECOMMENDATION TO YOU REGARDING WHETHER TO TENDER OR
REFRAIN FROM TENDERING YOUR INTERESTS. EACH OF YOU MUST MAKE YOUR OWN DECISION
REGARDING WHETHER TO TENDER INTERESTS, AND, IF SO, HOW MANY OF YOUR INTERESTS TO
TENDER.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
REGARDING WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR INTERESTS
PURSUANT TO THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR
INFORMATION, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US OR THE GENERAL PARTNER.

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TABLE OF CONTENTS

SUMMARY TERM SHEET..........................................................ii
INTRODUCTION.................................................................1
RISK FACTORS.................................................................3
THE OFFER....................................................................8
Section 1. Background and Purposes of the Offer.......................8
Section 2. Offer to Purchase and Purchase Price; Proration;
Expiration Date; Determination of Purchase Price..........10
Section 3. Procedure for Tendering Interests.........................12
Section 4. Withdrawal Rights.........................................13
Section 5. Purchase of Interests; Payment of Purchase Price..........13
Section 6. Certain Conditions of the Offer...........................14
Section 7. Cash Distribution Policy..................................16
Section 8. Effects of the Offer......................................17
Section 9. Source and Amount of Funds................................18
Section 10. Certain Information About the Partnership.................20
Section 11. Certain Transactions with Affiliates......................22
Section 12. Certain Federal Income Tax Consequences...................27
Section 13. Transactions and Arrangements Concerning Interests........30
Section 14. Extensions of Tender Period; Terminations; Amendments.....30
Section 15. Fees and Expenses.........................................30
Section 16. Address; Miscellaneous....................................31
Appendix A
The Partnership's Financial Statements Giving
Pro Forma Effect of the Offer.....................................A-1
Balance Sheets....................................................A-2
Statement of Operations...........................................A-3
Appendix B
ORIG's Balance Sheets.............................................B-1

To Holders of Limited Partnership Interests of
NTS-Properties VI

INTRODUCTION

NTS-Properties VI (the "Partnership") and ORIG, LLC ("ORIG") hereby offer
to purchase up to 200 limited partnership interests of the Partnership that are
owned by limited partners who are not affiliates of the Partnership or ORIG at a
purchase price of $380 per Interest (the "Purchase Price") in cash to the seller
upon the terms and subject to the conditions set forth in this "Offer to
Purchase" and in the related "Letter of Transmittal." Together the "Offer to
Purchase" and "Letter of Transmittal" constitute the "Offer." As used in this
Offer to Purchase, the term "Interest" or "Interests," refers to the limited
partnership interests in the Partnership, and the terms "we", "us" or "our," as
the context requires, refer to the Partnership and ORIG collectively.

This Offer is generally not conditioned upon any minimum amount of
Interests being tendered, except as described in this Offer to Purchase. The
Interests are not traded on any established trading market and are subject to
restrictions on transferability, which are described in the Amended and Restated
Agreement of Limited Partnership of NTS-Properties VI (the "Partnership
Agreement").

You should not view the Purchase Price as equivalent to the fair market
value or the liquidation value of an Interest. As of March 31, 2001 and December
31, 2000, the book value of each Interest was approximately $322.19 and $331.11,
respectively. The general partner of the partnership, NTS-Properties Associates
VI (the "General Partner"), determined the Purchase Price in its sole
discretion, based on:

o the purchase of Interests from two limited partners, who are affiliated
with each other, by ORIG on April 30, 2001 at a price of $400 per Interest;
and
o privately-negotiated purchases of Interests by ORIG in 2000 and 2001 at
$380 per Interest;
o the response to our tender offer of $380 per Interest which began on March
24, 2000 and ended on August 15, 2000;
o the purchase of Interests from two limited partners by ORIG on February 10,
2000 at an average price of $416.49 per Interest;
o the response to our tender offer of $380 per Interest which began on
November 9, 1999 and ended on December 23, 1999; and
o other transactions in Interests as described in Section 2 of this Offer to
Purchase.

Neither we nor the General Partner has performed an analysis to determine
the fair market value or liquidation value of the Interests, or obtained an
opinion from an independent third party regarding the fairness of the Purchase
Price.

Subject to the conditions set forth in the Offer, the Partnership will
purchase the first 100 Interests which are tendered and received by the
Partnership by, and not withdrawn prior to, 12:00 Midnight, Eastern Standard
Time, on September 25, 2001, subject to any extension of the Offer by us (the
"Expiration Date"). If more than 100 Interests are tendered, ORIG will purchase
up to an additional 100 Interests which are tendered and received by the
Partnership by, and not withdrawn prior to, the Expiration Date. If, on the
Expiration Date, we determine that more than 200 Interests

have been tendered during the Offer, each of us may: (i) accept the additional
Interests in accordance with Rule 13e-4(f)(1) promulgated under the Securities
Exchange Act of 1934 ("Exchange Act"), as amended; or (ii) extend the Offer, if
necessary, and increase the amount of Interests that we are offering to purchase
to an amount that we believe is sufficient to accommodate the excess Interests
tendered as well as any Interests tendered during the extended Offer.

If the Offer is oversubscribed and we do not act in accordance with (i) or
(ii), above, or if we act in accordance with (i) and (ii), above, but the Offer
remains oversubscribed, then we will accept Interests tendered by limited
partners on or before the Expiration Date for payment on a pro rata basis.
However, as discussed below, we will not prorate, but will instead purchase all
tendered Interests in excess of 200, if proration would result in any limited
partner owning fewer than 5 Interests. See Section 2 of this Offer to Purchase.
If you tender Interests and we pro rate, the number of Interests that we
purchase from you will be equal to the number of Interests which you properly
tender multiplied by a fraction, the numerator of which will be the total number
of Interests we are willing to purchase in the Offer and the denominator of
which will be the total number of Interests properly tendered by all limited
partners participating in the Offer. Any fractional Interests resulting from
this calculation will be rounded down to the nearest whole number. We will not
purchase fractions of Interests. If you tender and if we will purchase fewer
than the number of Interests that you tender, the Partnership will notify you in
writing. For any Interest that you tender but we do not purchase, a book entry
will be made on the Partnership's books to reflect your ownership of the
Interests not purchased. The Partnership will not issue a new Certificate of
Ownership for the Interests that we do not purchase, unless you make a written
request instructing the Partnership to do so.

The Offer is generally not conditioned on the tender of any minimum number
of Interests. The Offer, however, is conditioned upon, among other things, the
absence of certain adverse conditions described in Section 6, "Certain
Conditions of the Offer." In particular, we will not consummate the Offer, if in
the opinion of the General Partner, there is a reasonable likelihood that
purchases under the Offer would result in termination of the Partnership (as a
partnership) under Section 708 of the Internal Revenue Code of 1986, as amended,
or termination of the Partnership's status as a partnership for federal income
tax purposes under Section 7704 of the Code. Further, we will not purchase
Interests if the purchase of Interests would result in Interests being owned by
fewer than three hundred holders of record. See Section 6, "Certain Conditions
of the Offer."

All of the Interests that we purchase pursuant to the Offer will be deemed
to have been purchased as of the Expiration Date. If you accept the offer and
tender Interests, you will receive the Purchase Price and any cash distributions
declared and payable before the Expiration Date. You will not be entitled to
receive any cash distributions declared and payable after the Expiration Date on
any Interests tendered and accepted by us.

The tender and acceptance of an Interest will be treated as a sale of the
Interest for federal and most state income tax purposes, which will result in
your recognizing gain or loss for income tax purposes. We urge you to review
carefully all the information contained in or referred to in this

Offer including, without limitation, the information presented in Section 11,
"Certain Federal Income Tax Consequences."

As of June 25, 2001, the General Partner owned five of the Partnership's
outstanding Interests and ORIG owned 9,482 of the Partnership's 38,994
outstanding Interests. All partners, members, affiliates and associates of the
General Partner or ORIG beneficially owned a total of 9,920 Interests,
representing approximately 25.4% of the Partnership's 38,994 outstanding
Interests. Although we are making this Offer to all limited partners, we have
been advised that neither the General Partner nor any of the partners, members,
affiliates or associates of the General Partner intends to tender any Interests
pursuant to the Offer. Assuming the Offer is fully subscribed, the General
Partner, ORIG, and partners, members, affiliates and associates of the General
Partner or ORIG, will own, after the Offer, a total of 10,020 Interests,
representing approximately 25.8% of the Partnership's 38,894 outstanding
Interests.

RISK FACTORS
------------

If You Tender All or Any Portion of Your Interests You are Subject to Risks
Including the Following:

The Purchase Price of the Interests may be less than the fair market value
and liquidation value of the Interests and is less than the amount paid for
Interests in some recent transactions. The Interests are not traded on a
recognized stock exchange or trading market. There is no active, liquid market
for the Interests, and it is unlikely that this type of market will develop in
the near future. We are aware of the following transactions in or offers for
Interests:

o the purchase of 165 Interests from two limited partners, who are affiliated
with each other, by ORIG on April 30, 2001, at a price of $400 per
Interest; and

o privately-negotiated purchases of 407 Interests by ORIG in 2000 and 2001 at
$380 per Interest;

o purchases by us of 3,685 in our tender offer of $380 per Interest which
began on March 24, 2000 and ended on August 15, 2000;

o the purchase of 675 Interests from one limited partners by ORIG on February
10, 2000, at an average price of $416.49 per Interest; and

o other transactions in Interests as described in Section 2 of this Offer to
Purchase.

As of March 31, 2000 and December 31, 2000, the book value of each Interest
was approximately $322.19 and $331.11, respectively.

The Purchase Price per Interest in this Offer was determined by the General
Partner, in its sole discretion, based on the purchase price paid to limited
partners in the transactions described

above. The purchase price per Interest in any of the transactions described
above and the Purchase Price in this Offer may not reflect the value of the
Interests. Although we have not performed an analysis to determine the
liquidation value of your Interests, if you were to hold your Interests until
termination or liquidation of the Partnership, you might receive greater or
lesser value than the Purchase Price for your Interests.

You may suffer negative tax consequences. If you sell Interests in this
Offer, you generally will recognize a gain or loss on the sale of your Interests
for federal and most state income tax purposes. The amount of gain or loss
realized will be, in general, the excess of the amount you realize from selling
your Interests minus the adjusted tax basis in the Interests you sell. The
amount that you realize from the sale of your Interests is generally the sum of
the Purchase Price plus your share of Partnership liabilities. When you sell
Interests which you have held for more than twelve months, the sale will
typically result in long-term capital gain or loss. Due to the complexity of tax
issues, you are advised to consult your tax advisors with respect to your
individual tax situation before selling your Interests in the Offer. See Section
12 of this Offer to Purchase.

There is a conflict of interest between limited partners who tender their
Interests in the Offer, limited partners who do not tender, and the General
Partner, which creates a risk that the Purchase Price will be less that the fair
value of the Interests. A conflict of interest exists between limited partners
who tender their Interests and the Partnership, the General Partner and limited
partners who are not tendering their Interests. Limited partners tendering their
Interests would prefer a higher Purchase Price; the Partnership, the General
Partner and limited partners who are not tendering their Interests would prefer
a lower Purchase Price. As a result of these conflicts of interest, there is a
risk that the Purchase Price is less than the fair value of the Interests.

The General Partner Makes No Recommendation to Limited Partners. As a
result of the conflict of interest described in the previous paragraph, neither
the Partnership nor the General Partner is making a recommendation regarding
whether you should tender or retain your Interests. You should make your own
decisions regarding whether to tender your Interests based upon your own
individual situation.

If You Do Not Tender All or Any Portion of Your Interests, You Are Subject to Risks
Including the Following:

There is no developed market for the Interests, which may prevent you from
being able to liquidate your investment or receive fair value. The Purchase
Price per Interest was determined by the General Partner in its sole discretion
and may not reflect the price per Interest if there were a developed market for
the Interests or of the proceeds that you may receive if the Partnership were
liquidated or dissolved. Although the Interests are transferable, subject to
certain limitations set forth in the Partnership Agreement, we do not anticipate
that any active, liquid market will develop. You may not be able to liquidate
your investment on favorable terms, if at all.

There are restrictions on your ability to transfer Interests. Under the
Partnership agreement, limited partners may transfer or assign interests to
persons who then become "substitute limited

partners." The General Partner can decide to allow or disallow these transfers
in its sole discretion, although it cannot unreasonably withhold its consent to
a transfer. Accordingly, if you do not tender your Interests, there is no
guarantee that you will be able to transfer them in the future.

Cash distributions have been suspended and may be permanently eliminated.
As of October 1, 2000, the Partnership suspended payment of cash distributions
to limited partners to reserve funds for anticipated working capital needs.
There can be no assurance that the Partnership will ever resume distributions or
be able to fund its future needs or contingencies, which may harm the
Partnership's business or financial condition.

The Partnership is using cash reserves to fund the Offer, which will reduce
existing cash available for future needs and contingencies. The amount of funds
required by the Partnership to fund the Offer is estimated to be approximately
$43,000 comprised of $38,000 to purchase 100 Interests and approximately $5,000
for its proportionate share of the expenses associated with administering the
Offer. The Partnership's proportionate share of the expenses of the Offer will
likely exceed this $5,000 estimate if we pay a "soliciting dealer's fee" in
connection with the Offer. See Section 15, "Fees and Expenses." The expenses of
the Offer will be apportioned between the Partnership and ORIG based on the
number of Interests purchased by each of us. The Partnership intends to fund
these expenses from its cash reserves. The use of the Partnership's cash
reserves to fund the Offer will have the effect of: (i) reducing the existing
cash available for future needs or contingencies and (ii) reducing or
eliminating the interest income that the Partnership earns on its cash reserves.
There can be no assurance that the Partnership will be able to fund its future
needs or contingencies, which may have a material adverse effect on the
Partnership's business or financial condition.

Increased voting control by affiliates of the Partnership. If the Offer is
fully subscribed, the percentage of Interests held by persons controlling,
controlled by or under common control with the Partnership will increase. As of
June 25, 2001, the General Partner owned five of the Partnership's outstanding
Interests and ORIG owned 9,482 of the Partnership's outstanding Interests. The
General Partner, ORIG, and all partners, members, affiliates and associates of
the General Partner or ORIG beneficially own, in the aggregate, 9,920 Interests,
representing approximately 25.4% of the Partnership's 38,994 outstanding
Interests. Although this Offer is made to all limited partners, we have been
advised that neither the General Partner, nor any of the partners, members,
affiliates or associates of the General Partner intends to tender any Interests
pursuant to the Offer. Assuming the Offer is fully subscribed, the General
Partner, ORIG, and partners, members, affiliates and associates of the General
Partner or ORIG, will own, after the Offer, a total of 10,020 Interests,
representing approximately 25.8% of the Partnership's 38,894 outstanding
Interests, an increase of .4% of the outstanding Interests. Thus, these entities
or individuals will have a greater influence on certain matters voted on by
limited partners, including removal of the General Partner and termination of
the Partnership.

The Partnership may not be able to pay for necessary capital improvements
to Partnership properties. Some of the Partnership's properties require capital
improvements to operate optimally. The Partnership expects to make the capital
improvements to certain Partnership properties over the

next year and anticipates funding these improvements using cash flow from
operations, cash reserves or additional financing if necessary. However, the
anticipated sources of funding may not be sufficient to make the necessary
improvements. If the cash flow from operations and cash reserves prove to be
insufficient, the Partnership might have to fund the capital improvements by
borrowing money. If the Partnership is unable to borrow money on favorable
terms, or at all, it may not be able to make necessary capital improvements
which could, in the future, harm the Partnership's financial condition. On July
19, 2000, there was a fire at one of the Partnerships's joint venture properties
in which eight apartments sustained fire and/or smoke damage. As of March 31,
2000, the Partnership has collected $250,000 from its insurance company in
connection with this damage. As of this Offer to Purchase the General Partner
does not know if the costs of repairs will be completely covered by the
insurance claim. If they are not and the Partnership is unable to cover the
costs of these repairs, the damaged apartments could remain unrentable, which
could significantly harm the Partnership's financial condition. In addition, the
Partnership intends to make roof replacements on certain of its buildings over
the next five years because the roofs appear to have defects. The Partnership
does not have sufficient working capital to make all of the repairs immediately,
and there is a risk that serious damage will occur to the roofs before all of
the replacements can be made. If this damage occurs it will significantly harm
the Partnership's financial condition.

The Partnership has no current plan to liquidate. The Partnership Agreement
provides that the Partnership shall terminate on December 31, 2061, unless
terminated earlier. The Partnership has no current plan to sell its assets and
to distribute the proceeds to its limited partners, nor does the Partnership
contemplate resuming distributions to the limited partners. Therefore, limited
partners who do not tender their Interests may not be able to realize any return
on or any distribution relating to their investment in the Partnership in the
foreseeable future.

If tenants occupying some of the Partnership's properties experience
financial difficulties or do not renew their leases, this could harm the
Partnership's financial operations. The Partnership's financial condition and
ability to fund future cash needs, including its ability to make future cash
distributions, if any, may be harmed by the bankruptcy, insolvency or a downturn
in business of any tenant occupying a significant portion of any of the
Partnership's properties or by a tenant's decision not to renew its lease. If
the Partnership cannot re-lease the space vacated by significant tenants on a
timely basis and on favorable terms and conditions, this could damage the
Partnership's results of operations and financial condition. See Section 10 of
this Offer to Purchase.

There are significant general economic risks associated with investments in
real estate. All real estate investments are subject to some degree of risk.
Generally, equity investments in real estate are illiquid and, therefore, the
Partnership's ability to promptly vary its portfolio in response to changing
economic, financial and investment conditions is limited. Real estate
investments are also subject to changes in economic conditions as well as other
factors affecting real estate values, including:

o possible federal, state or local regulations and controls affecting
rents, prices of goods, fuel and energy consumption and prices, water
and environmental restrictions;

o increased labor and material costs; and

o the attractiveness of the property to tenants in the neighborhood.

For a detailed discussion of the risks associated with investment in real
estate, refer to the "Risk Factors" set forth in the Partnership's Prospectus
dated June 25, 1985.

THE OFFER

Section 1. Background and Purposes of the Offer. The purpose of the Offer
is to provide limited partners who are desirous of selling some or all of their
Interests with a method for doing so. No established secondary trading market
for the Interests exists. Historically there have been only isolated purchases
and sales of Interests. In addition, under the Partnership Agreement transfers
of Interests are subject to restrictions, including the prior approval of the
General Partner. The General Partner believes that some limited partners desire
immediate liquidity with respect to some or all of their Interests, while other
limited partners may not need or desire liquidity and would prefer the
opportunity to retain all of their Interests. The General Partner believes that
limited partners should be entitled to make a choice between immediate liquidity
and continued ownership and, thus, believes that this Offer accommodates the
differing goals of both groups of limited partners. Limited partners who tender
Interests in the Offer will receive a cash payment with respect to some or all
of their Interests, depending on whether the Offer is oversubscribed and, if so,
whether we accept all tendered Interests or accept Interests on a pro rata
basis. See Section 2 of this Offer to Purchase. We believe the Interests may
represent an attractive long-term investment at the Purchase Price. The
continued ownership of Interests, however, entails the risk of loss of all or a
portion of the current value of the Interests. See "Risk Factors - There are
significant general economic risks associated with investments in real estate."
Limited partners who tender their Interests in the Offer are, in effect,
exchanging certainty and liquidity for the potentially higher return of
continued ownership of their Interests.

Neither we nor the General Partner has any current plans or proposals that
relate to or would result in:

o an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Partnership;

o a sale or transfer of a material amount of assets of the Partnership;

o any change in the identity of the General Partner or in the management of
the Partnership, including, but not limited to, any plans or proposals to
change the number or term of the General Partner(s), to fill any existing
vacancy for the General Partner, or to change any material term of the
management agreement between the General Partner and the Partnership;

o any change in the indebtedness or capitalization of the Partnership;

o any other material change in the structure or business of the Partnership;
or

o any change in the Partnership Agreement or other actions that may impede
the acquisition of control of the Partnership by any person. On March 21,
2000, the Partnership announced that payment of cash distributions to
limited partners would be suspended effective as of

January 1, 2000 to reserve funds for anticipated working capital needs. See
Section 7 of this Offer to Purchase.

However, the General Partner, consistent with its fiduciary obligations, will
seek and review opportunities to enhance long-term value for the limited
partners, such as: a merger or business combination with an unaffiliated entity;
a liquidation of the Partnership; a recapitalization; or a consolidation with
affiliates. There is no assurance that any transaction will occur. As noted
below, we may, but are not required to, purchase additional Interests, either
through privately-negotiated transactions or additional tender offers.
Additional purchases may have the effect of increasing the percentage of
Interests owned by ORIG and its affiliates above 50%, which would give ORIG the
ability to control any Partnership votes on the types of transactions described
above or any other matters. See Section 8 of this Offer to Purchase.

Neither ORIG nor any of its affiliates intends to tender any Interests in
the Offer. Therefore, following completion of the Offer, Interests owned by ORIG
or its affiliates will represent a greater percentage of the remaining
Interests. For example, if the offer is fully subscribed, ORIG and its
affiliates will own 10,020 Interests, representing 25.8% of the outstanding
Interests. Similarly, limited partners who do not tender their Interests will
own a greater percentage of the remaining Interests.

If you retain your Interests, you will be subject to increased risks,
including but not limited to: (1) reduction in the Partnership's cash reserves,
which may affect the Partnership's ability to fund its future cash requirements,
thus having a material adverse effect on the Partnership's financial condition;
and (2) increased voting control by the affiliates of the General Partner,
including ORIG, and persons controlling the affiliates, which will increase the
influence that affiliates of the General Partner and persons controlling the
affiliates have on certain matters voted on by limited partners, including
removal of the General Partner and termination of the Partnership. Any Interests
tendered to the Partnership in connection with this Offer will be retired,
although the Partnership may issue new interests from time to time in compliance
with the federal and state securities laws or any exemptions therefrom.
Interests purchased by ORIG will be held by ORIG. Neither the Partnership nor
the General Partner has plans to offer for sale any other additional interests,
but each reserves the right to do so in the future.

The Offer is the fifth tender offer made by the Partnership for Interests.
ORIG participated in each of the prior tender offers. We purchased a total of
2,103 Interests on January 18, 1999 for $350 per Interest, in the first tender
offer. The Partnership purchased 750 of these Interests. ORIG purchased 1,353 of
these Interests. We purchased a total of 2,801 Interests on September 30, 1999
for $370 per Interest, in the second tender offer. The Partnership purchased 500
of these Interests. ORIG purchased 2,301 of these Interests. We purchased a
total of 1,085 Interests on December 23, 1999 for $380 per Interest, in the
third tender offer. The Partnership purchased 250 of these Interests. ORIG
purchased 835 of these Interests. We purchased a total of 3,685 Interests on
August 15, 2000 for $380 per Interest in the fourth offer. The Partnership
purchased 100 of these Interests. ORIG purchased 3,585 of these Interests.

Section 2. Offer to Purchase and Purchase Price; Proration; Expiration
Date; Determination of Purchase Price.

Offer to Purchase and Purchase Price. We will, upon the terms and subject
to the conditions of the Offer described below, purchase a total of up to 200
Interests that are properly tendered by, and not withdrawn prior to, the
Expiration Date at a price equal to $380 per Interest; provided however, that if
you decide to tender we will not accept your tender if, as a result of your
tender, you would continue to be a limited partner and would hold fewer than 5
Interests. The Partnership will purchase the first 100 Interests which are
tendered and received by the Partnership by, and not withdrawn prior to, the
Expiration Date. If more than 100 Interests are tendered and received by the
Partnership as a result of this Offer, ORIG will purchase up to an additional
100 Interests which are tendered by, and not withdrawn prior to, the Expiration
Date.

If, on the Expiration Date, we determine that more than 200 Interests have
been tendered during the Offer, each of us may: (i) accept the additional
Interests permitted to be accepted pursuant to Rule 13e-4(f)(1) promulgated
under the Exchange Act; or (ii) extend the Offer, if necessary, and increase the
amount of Interests that we are offering to purchase to an amount that we
believe is sufficient to accommodate the excess Interests tendered as well as
any Interests tendered during the extended Offer.

Proration. If the Offer is oversubscribed and we do not act in accordance
with (i) or (ii), above, or if we act in accordance with (i) and (ii), above,
but the Offer remains oversubscribed, then we will accept Interests tendered on
or before the Expiration Date for payment on a pro rata basis. If you tender in
the Offer and we prorate, the number of Interests we purchase from you will be
equal to a fraction of the total number of Interests tendered by all limited
partners in this Offer, the numerator of which will be the total number of
Interests that we are willing to purchase and the denominator of which will be
the total number of Interests properly tendered by all limited partners
participating in the Offer.

Your partnership agreement prohibits the Partnership from making a
repurchase if as a result of the repurchase a limited partner would continue to
be a limited partner but hold fewer than 5 Interests. As a result, as discussed
below, we will not accept tenders which would reduce a limited partner's
ownership to fewer than 5 Interests. In the event of a proration, this
restriction could prevent us from purchasing the same percentage of tendered
Interests from all tendering limited partners as required by SEC regulations. To
avoid this result, we will not prorate, but will instead purchase all tendered
Interests in excess of 200, if proration would result in any limited partner
owning fewer than 5 Interests.

We will round any fractional Interests resulting from any proration
calculation down to the nearest whole number. We will not purchase fractions of
Interests. The Partnership will notify, in writing, limited partners from whom
we will purchase fewer than the number of Interests which they originally
tendered. For any Interest that a limited partner tenders but we do not
purchase, a book entry will be made on the Partnership's books to reflect
ownership of the Interests not purchased.

The Partnership will not issue a new Certificate of Ownership for the Interests
that we do not purchase, unless a limited partner makes a written request
instructing the Partnership to do so.

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF INTERESTS BEING
TENDERED; PROVIDED, HOWEVER, WE WILL NOT ACCEPT YOUR TENDER IF, AS A RESULT OF
THE TENDER, YOU WOULD CONTINUE TO BE A LIMITED PARTNER AND WOULD HOLD FEWER THAN
ONE HUNDRED INTERESTS.

Expiration Date. The term "Expiration Date" means 12:00 Midnight, Eastern
Standard Time, on September 25, 2001, unless and until we extend the period of
time for which the Offer is open, in which event "Expiration Date" will mean the
latest time and date at which the Offer, as extended by us, expires. We may
extend the Offer, in our sole discretion, by providing you with written notice
of the extension; provided, however, that if the Offer is oversubscribed, we
may, each in our sole discretion, extend the Offer by providing you with written
notice of the extension. We do not intend to allow limited partners to tender
Interests after the Expiration Date, including any extensions. For a description
of how we may extend or terminate the Offer, see Section 14 of this Offer to
Purchase.

Determination of Purchase Price. The Purchase Price represents the price at
which we are willing to purchase Interests. Your approval is not required and
was not sought regarding the determination of the Purchase Price. No special
committee of ours or of the limited partners has approved this Offer and no
special committee or independent person has been retained to act on behalf of
us. Neither we nor the General Partner has obtained an opinion from an
independent third party regarding the fairness of the Purchase Price.

The Purchase Price offered by us was determined by the General Partner in its
sole discretion based on:

o the purchase of Interests from two limited partners, who are affiliated
with each other, by ORIG on April 30, 2001 at a price of $400 per Interest;
and
o privately-negotiated purchases of Interests by ORIG in 2000 and 2001 at
$380 per Interest;
o the response to our tender offer of $380 per Interest which began on March
24, 2000 and ended on August 15, 2000;
o the purchase of Interests from two limited partners by ORIG on February 10,
2000 at an average price of $416.49 per Interest;
o the response to our tender offer of $380 per Interest which began on
November 9, 1999 and ended on December 23, 1999;
o the response to our tender offer of $350 per Interest which began on June
25, 1999, which was later amended to increase the purchase price to $370
per Interest on August 23, 1999 and ended on September 30, 1999;
o the response to a tender offer for Interests made in August, 1999 by a
third-party offeror that is not affiliated with us or our affiliates at
$365 per Interest;

o the response to our tender offer of $350 per Interest which began on
October 20, 1998 and ended on January 18, 1999;
o the response to a tender offer for Interests in November, 1999 by a
third-party offeror that is not affiliated with us or our affiliates at
$375 per Interest;
o privately-negotiated repurchases of Interests by the Partnership from 1996
through 1998 at prices ranging from $250 to $350 per Interest;
o purchases of Interests by the Partnership's affiliates, BKK and Ocean Ridge
from 1995 through 1998 at prices ranging from $234 to $350 per Interest;
o a tender offer for Interests made in November, 1999 by a third-party
offeror that is not affiliated with the Offerors, the General Partner or
any of their affiliates at $375 per Interest; and
o a tender offer for Interests made in August, 1999 by a third-party offeror
that is not affiliated with the Offerors, the General Partner or any of
their affiliates at $365 per Interest.

In determining the Purchase Price, the General Partner did not estimate or
project the liquidation value per Interest or consider the book value per
Interest and did not appraise the value of the Partnership's assets.

Section 3. Procedure for Tendering Interests. If you wish to tender
Interests in this Offer you must submit a properly completed and duly executed
Letter of Transmittal and Substitute Form W-9, together with the Certificate of
Ownership for the Interests you tender and any other required documents to NTS
Investor Services c/o Gemisys, at the address listed in Section 16 of this Offer
to Purchase. If your Certificate of Ownership for the Interests is lost, stolen,
misplaced or destroyed, you must execute and submit the Affidavit and
Indemnification Agreement for Missing Certificate(s) in place of the missing
Certificate of Ownership. If your Interests are held in an IRA/custodial
account, all forms should be signed and forwarded to the custodian to obtain a
signature guarantee and the Certificate of Ownership for the Interests. There
are no fees or other charges payable by limited partners who tender Interests in
connection with the Offer.

THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9, AND CERTIFICATE(S) OF
OWNERSHIP FOR THE INTERESTS BEING TENDERED (OR AFFIDAVIT, IF APPLICABLE) AND ANY
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP ON OR BEFORE THE
EXPIRATION DATE. WE WILL NOT ACCEPT INTERESTS RECEIVED BY THE PARTNERSHIP AFTER
THE EXPIRATION DATE.

Method of Delivery. YOU ASSUME ANY RISK ASSOCIATED WITH THE METHOD FOR
DELIVERING THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9 AND CERTIFICATE(S) OF
OWNERSHIP FOR THE INTERESTS (OR THE AFFIDAVIT). WE RECOMMEND THAT YOU SUBMIT ALL
DOCUMENTS BY REGISTERED MAIL, RETURN RECEIPT REQUESTED AND PROPERLY INSURED OR
BY AN OVERNIGHT COURIER SERVICE. YOU MAY CONFIRM RECEIPT OF A LETTER OF
TRANSMITTAL BY CONTACTING NTS INVESTOR SERVICES C/O GEMISYS AT THE ADDRESS AND
TELEPHONE NUMBER LISTED IN SECTION 16 OF THIS OFFER TO PURCHASE.

Determination of Validity. All questions regarding the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
Interests will be determined by the Partnership, in its sole discretion. If the
Offer is oversubscribed, however, we may decide to purchase Interests in excess
of the initial 200 Interests. In that case, all questions regarding the
validity, form or eligibility, including time of receipt, and acceptance for
payment of any additional Interests purchased by either the Partnership or ORIG
will be determined by each respective party, in its sole discretion. Each
determination, whether made by the Partnership or ORIG, will be final and
binding. The Partnership or ORIG, if applicable, has the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in any tender,
or in the related transmittal documents. Unless waived, any defects or
irregularities must be cured within the time period established by the
Partnership or ORIG. In any event, tenders will not be deemed to have been made
until all defects or irregularities have been cured or waived. We are neither
under any duty nor will we incur any liability for failure to notify you of any
defects, irregularities or rejections contained in your tenders.

Section 10(b) of the Exchange Act and Rule 14e-4 promulgated thereunder
require that a person tendering Interests on his, her or its behalf, own the
Interests tendered. Section 10(b) and Rule 14e-4 provide a similar restriction
applicable to the tender or guarantee of a tender on behalf of another person.
If you tender your Interests pursuant to any of the procedures described in this
Offer to Purchase you accept the terms and conditions of the Offer, and
represent and warrant that (i) you own the Interests being tendered within the
meaning of Rule 14e-4; and (ii) the tender complies with Rule 14e-4.

Section 4. Withdrawal Rights. If you tender Interests in this Offer, you
may withdraw your tender at any time before the Expiration Date or the date we
accept tendered Interests, whichever is later. For a withdrawal to be effective,
it must be in writing and received by NTS Investor Services c/o Gemisys via mail
or facsimile at the address or facsimile number set forth in the Section 16 of
this Offer to Purchase on or before the Expiration Date or the date we accept
tendered Interests, whichever is later. Any notice of withdrawal must specify
your name and the amount of Interests that you are withdrawing.

All questions as to form and validity of the notice of withdrawal will be
determined by the Partnership, in its sole discretion. If the Offer is
oversubscribed, all questions as to form and validity of the notice of
withdrawal will be determined by the Partnership or ORIG, each in its sole
discretion, for any Interests purchased by the Partnership or ORIG, as the case
may be, in excess of the initial 200 Interests. All determinations made by the
Partnership or ORIG will be final and binding. Interests properly withdrawn will
not thereafter be deemed to be tendered for purposes of the Offer. However,
withdrawn Interests may be retendered by following the procedures set forth in
Section 3 of this Offer to Purchase prior to the Expiration Date. Tenders made
pursuant to the Offer which are not otherwise withdrawn in accordance with this
Section 4 will be irrevocable.

Section 5. Purchase of Interests; Payment of Purchase Price. If you tender
Interests under the Offer, upon the terms and subject to the conditions of the
Offer, we will pay you $380 per Interest for each Interest you properly tender.
We will pay you the Purchase Price with a check from either the Partnership or
ORIG, depending on which of us purchases your Interests. We will deliver

your check by first class U.S. Mail deposited in the mailbox within five
business days after the Expiration Date. Under no circumstances will we pay you
interest on the Purchase Price, regardless of any extension of the Offer or any
delay in making payment. In the event of proration as set forth in Section 2 of
this Offer to Purchase, we may not be able to determine the proration factor and
pay for those Interests that have been accepted for payment, and for which
payment is otherwise due, until approximately ten business days after the
Expiration Date.

Interests will be deemed purchased at the time of acceptance by us, but in
no event earlier than the Expiration Date. Interests purchased by the
Partnership will be retired, although the Partnership may issue new interests
from time to time in compliance with the registration requirements of federal
and state securities laws or exemptions from these laws. Interests purchased by
ORIG will be held by ORIG. Neither the Partnership nor the General Partner has
plans to offer for sale any other additional interests, but each reserves the
right to do so in the future.

Section 6. Certain Conditions of the Offer. Notwithstanding any other
provision of this Offer to Purchase, we will not be required to purchase or pay
for any Interests tendered and may terminate the Offer as provided in Section 14
of this Offer to Purchase if any of the following events occur prior to the
Expiration Date:

(a) there is a reasonable likelihood that consummation of the Offer
would result in the termination of the Partnership (as a partnership) under
Section 708 of the Internal Revenue Code of 1986, as amended;

(b) there is a reasonable likelihood that consummation of the Offer
would result in termination of the Partnership's status as a partnership
for federal income tax purposes under Section 7704 of the Internal Revenue
Code of 1986, as amended;

(c) as a result of the Offer, there would be fewer than 300 holders of
record, pursuant to Rule 13e-3 promulgated under the Exchange Act;

(d) there shall have been instituted or threatened or shall be pending
any action or proceeding before or by any court or governmental, regulatory
or administrative agency or instrumentality, or by any other person, which:
(i) challenges the making of the Offer or the acquisition by the
Partnership or ORIG of Interests pursuant to the Offer or otherwise
directly or indirectly relates to the Offer; or (ii) in the Partnership's
reasonable judgment, determined within five business days prior to the
Expiration Date, could materially affect the business, financial or other
condition, income, operations or prospects of the Partnership, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Partnership or materially impair the Offer's
contemplated benefits to the Partnership;

(e) there shall have been any action threatened or taken, or approval
withheld, or any statute, rule or regulation proposed, sought, promulgated,
enacted, entered, amended, enforced or deemed to be applicable to the Offer
or the Partnership or ORIG, by any

government or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which, in our reasonable judgment,
would or might directly or indirectly:

(i) delay or restrict the ability of the Partnership or ORIG, or
render the Partnership or ORIG unable, to accept for payment or pay
for some or all of the Interests;

(ii) materially affect the business, condition (financial or
other), income, operations, or prospects of the Partnership or ORIG,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership or
ORIG;

(f) there shall have occurred:

(i) the declaration of any banking moratorium or suspension of
payment in respect of banks in the United States;

(ii) any general suspension of trading in, or limitation on
prices for, securities on any United States national securities
exchange or in the over-the- counter market;

(iii) the commencement of war, armed hostilities or any other
national or international calamity directly or indirectly involving
the Unites States which is material to the Offer;

(iv) any limitation, whether or not mandatory, by any
governmental regulatory or administrative agency or authority that
materially and adversely affects the extension of credit by banks or
other lending institutions;

(v) (A) any significant change, in our reasonable judgment, in
the general level of market prices of equity securities or securities
convertible into or exchangeable for equity securities in the United
States or abroad or (B) any change in the general political, market,
economic, or financial conditions in the United States or abroad that
(1) could have a material adverse effect on the business condition
(financial or other), income, operations or prospects of the
Partnership, or (2) in our reasonable judgment, makes it inadvisable
to proceed with the Offer; or

(vi) in the case of the foregoing existing at the time of the
commencement of the Offer, in our reasonable judgment, a material
acceleration or worsening thereof;

(g) any change shall occur or be threatened in the business, condition
(financial or otherwise), or operations of the Partnership, that, in the
Partnership's reasonable judgment, is or may be material to the
Partnership;

(h) a tender or exchange offer for any or all of the Interests of the
Partnership, or any merger, business combination or other similar
transaction with or involving the Partnership, shall have been proposed,
announced or made by any person; or

(i) (i) any entity, "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) or person (other than entities, groups or persons, if
any, who have filed with the Commission on or before June 25, 2001 a
Schedule 13G or a Schedule 13D with respect to any of the Interests) shall
have acquired or proposed to acquire beneficial ownership of more than 5%
of the outstanding Interests; or (ii) such entity, group, or person that
has publicly disclosed any such beneficial ownership of more than 5% of the
Interests prior to such date shall have acquired, or proposed to acquire,
beneficial ownership of additional Interests constituting more than 1% of
the outstanding Interests or shall have been granted any option or right to
acquire beneficial ownership of more than 1% of the outstanding Interests;
or (iii) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made
a public announcement reflecting an intent to acquire the Partnership or
its assets;

which, in our reasonable judgment, in any such case and regardless of the
circumstances, including any action by us, giving rise to such event, makes it
inadvisable to proceed with the Offer or with such purchase or payment. In
addition, we may postpone the purchase of, or payment for, Interests tendered in
anticipation of required approvals of any federal, state or local government
regulator or administrative authority or agency or tribunal, domestic or
foreign. The conditions described above are for our sole benefit and may be
asserted by us on our respective behalf if they have occurred, or we determine
in our reasonable judgment that they have occurred, regardless of the
circumstances giving rise to any such condition, including any action or
inaction taken by us, or may be waived in whole or in part. Our failure at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right, and each such right shall be deemed an ongoing right which may be
asserted at any time before the Expiration Date. Any determination by us
concerning the events described in this Section 6 shall be final and binding on
all parties. As of the date hereof, we believe that neither paragraph (a) nor
paragraph (b) of this Section 6 will prohibit the consummation of the Offer.

Section 7. Cash Distribution Policy. The Partnership commenced operations
in December, 1984 and consistently paid quarterly distributions with the
exception of certain quarters of 1991 and 1992. The size of the Partnership's
quarterly distributions, as a percentage of original capital contributions, were
decreased from an annualized rate of 2%, or .5% per quarter, to 1%, or .25% per
quarter, effective June 30, 1998, in conjunction with the Partnership's plan to
construct Park Place Apartments Phase III. See Section 10 of this Offer to
Purchase. As of March 21, 2000, the Partnership announced that payment of cash
distributions to limited partners would be suspended effective as of January 1,
2000 to reserve funds for significant capital improvements needed to

maintain the buildings and facilities owned by the Partnership at Willow Lake
Apartments, Park Place Apartments Phase I, Sabal Park Apartments and the Golf
Brook Apartments facility owned by a joint venture in which the Partnership is a
joint venture partner. The Partnership will evaluate its cash position on an
ongoing basis to determine when resumption of distributions is appropriate.
There can be no assurance, however, that the Partnership will make any
distributions in the future to limited partners who continue to own Interests
following completion of the Offer. See Section 10 of this Offer to Purchase. In
addition, if you tender your Interests pursuant to the Offer you will not be
entitled to receive any cash distributions declared, if any, after the
Expiration Date, on any Interests which you tender and we accept.

Section 8. Effects of the Offer. In addition to the effects of the Offer on
limited partners who tender their Interests and limited partners who do not
tender their Interests and upon the General Partner as set forth in the "Risk
Factors" of this Offer to Purchase, the Offer will affect the Partnership in
several other respects, as described in this section.

Reduction in Partnership's Cash Reserves. If the Offer is fully subscribed,
the Partnership will use approximately $43,000 to purchase 100 Interests and pay
costs associated with the Offer. This will have the effect of: (i) reducing the
cash available to fund future needs and contingencies or to make future
distributions; and (ii) reducing or eliminating the interest income that the
Partnership would have been able to earn had it invested this cash in
interest-bearing investments. Financial statements giving pro forma effect of
the Offer, assuming the purchase by the Partnership of Interests at $380 per
Interest, are attached to this Offer to Purchase as Appendix A.

Possible Future Purchases. Upon completion of the Offer, we may consider
purchasing any Interests not purchased in the Offer. Any such purchases may be
on the same terms as the terms of this Offer or on terms which are more
favorable or less favorable to you than the terms of this Offer. Rule 13e-4
promulgated under the Exchange Act prohibits us from purchasing any Interests,
other than pursuant to the Offer, until at least ten business days after the
Expiration Date. Any possible future purchases by us will depend on many
factors, including but not limited to, the market price of Interests, the
results of the Offer, the Partnership's business and financial condition and
general economic market conditions.

Possible Future Control by ORIG. We are not making this Offer for the
purpose of ORIG's gaining control of the Partnership, and we do not anticipate
that the percentage of Interests owned by ORIG and its affiliates will exceed
50% after completion of the Offer. However, as noted above, we may make future
purchases of Interests. In addition to purchases by ORIG itself, any future
purchases by the Partnership will have the effect of increasing the percentage
of Interests owned by ORIG and its affiliates because they will reduce the
number of outstanding Interests. If the percentage of Interests owned by ORIG
and its affiliates increases above 50%, ORIG will have the ability to control
the outcome of any future votes of limited partners. Matters which would be
subject to a vote of the limited partners include: (i) approval of an
extraordinary transaction such as a business combination with an unaffiliated
entity, or a consolidation with other public limited partnerships affiliated
with the Partnership; (ii) removal of the General Partner; or (iii) liquidation

of the Partnership. ORIG intends to vote its Interests in whatever manner it
deems to be in its best interests, which may or may not be in the interests of
other limited partners.

Section 9. Source and Amount of Funds. The total amount of funds required
to complete this Offer is approximately $86,000, which includes $76,000 to
purchase 200 Interests plus approximately $10,000 for expenses related to
administering the Offer. The total expenses of the Offer will likely exceed the
current estimate of $10,000, and the Partnership's and ORIG's share of the
expenses will accordingly likely exceed $5,000, if we pay a "soliciting dealers'
fee" in connection with the Offer. See Section 15, "Fees and Expenses." The
Partnership expects to pay approximately $38,000 to purchase 100 Interests and
approximately $5,000 for its proportionate share of expenses related to
administering the Offer, and expects to fund these payments with its cash
reserves. The expenses of the Offer will be apportioned between us based on the
number of Interests purchased by each of us. As of March 31, 2001 and December
31, 2000 the Partnership had unrestricted cash and cash equivalents of $255,272
and $47,683 or $6.55 and $1.22 per Interest, respectively. If the Offer is
oversubscribed and the Partnership, in its sole discretion, decides to purchase
Interests in excess of 100 Interests, the Partnership will fund these additional
purchases and expenses, if any, from its cash reserves.

ORIG expects to pay approximately $38,000 to purchase 100 Interests and
approximately $5,000 for its proportionate share of expenses related to
administering the Offer, and expects to fund these payments with the proceeds
from a loan from the Bank of Louisville described below. If the Offer is
oversubscribed and ORIG, in its sole discretion, decides to purchase Interests
in excess of 100 Interests, ORIG will fund these additional purchases and
expenses, if any, from the loan.

ORIG will also use the proceeds of the loan from the Bank of Louisville
described below to fund the purchase of limited partnership interests of
affiliated partnerships. These loan proceeds could also be used to return
capital contributions previously made by Mr. J.D. Nichols and Mr. Brian F.
Lavin, the members of ORIG, to ORIG.

On August 15, 2000, ORIG and the Bank of Louisville entered into a Loan
Agreement under which the Bank of Louisville agreed to provide a $6,000,000
revolving line of credit to ORIG evidenced by three separate promissory notes
issued by ORIG in favor of the bank in the original principal amount of
$2,000,000 each (the "Loan Agreement"). The terms of the three notes are
described below:

o Revolving Credit Note A bears interest at the prime rate, as announced by
the Bank of Louisville from time to time, plus .25% per year for a term
ending on August 31, 2005. ORIG will pay the interest rate described in
Revolving Credit Note A for any outstanding balance owing under the
revolving line of credit if, and only if, the outstanding balance is
$2,000,000 or less. If the outstanding balance owing under the revolving
line of credit is greater than $2,000,000 but less than $4,000,000, the
entire balance will be evidenced by and subject to the terms of Revolving
Credit Note B described below.

o Revolving Credit Note B bears interest at the prime rate, as announced by
the Bank of Louisville from time to time, plus .50% per year for a term
ending on August 31, 2005. ORIG will pay the interest rate described in
Revolving Credit Note B for any outstanding balance owing under the
revolving line of credit if, and only if, the outstanding balance is
greater than $2,000,000 but less than $4,000,000. If the outstanding
balance owing under the revolving line of credit is greater than
$4,000,000, the entire balance will be evidenced by and subject to the
terms of Revolving Credit Note C described below.

o Revolving Credit Note C bears interest at the prime rate, as announced by
the Bank of Louisville from time to time, plus 1% per year for a term
ending on August 31, 2005. ORIG will pay the interest rate described in
Revolving Credit Note C for any outstanding balance owing under the
revolving line of credit if, and only if, the outstanding balance is
greater than $4,000,000.

The line of credit from the Bank of Louisville is secured by:

o Interests of the Partnership which are currently held or subsequently
acquired by ORIG, including any distributions which the Partnership makes
to ORIG with respect to the Interests and any proceeds from the sale of the
Interests held by ORIG;

o limited partnership interests in partnerships affiliated with the
Partnership which are currently held or subsequently acquired by ORIG,
including any distributions which the partnerships make to ORIG with
respect to the interests held by ORIG and any proceeds from the sale of the
interests held by ORIG; and

o the personal guaranties of Mr. Nichols and Mr. Lavin of all indebtedness of
ORIG with respect to the Bank of Louisville under the $6,000,000 line of
credit pursuant to two separate Guaranty Agreements, each dated August 15,
2000 among the Bank of Louisville and each of Mr. Nichols and Mr. Lavin.
Mr. Nichols and Mr. Lavin are jointly and severally liable under each of
their respective Guaranty Agreements.

Under the terms of the Loan Agreement, ORIG will repay the proceeds of the
revolving line of credit as follows:

o On September 1, 2000, ORIG began making consecutive monthly payments of all
accrued and unpaid interest on the outstanding principal balance.

o The entire outstanding principal balance owing under the revolving line of
credit is due and payable on August 31, 2005. ORIG intends to make these
payments using funds from cash distributions from the Partnership and
affiliated partnerships and from capital contributions to ORIG by Mr.
Nichols and Mr. Lavin pursuant to the terms of a Capital Contribution
Agreement dated as of January 20, 1999 by and between Mr. Nichols and Mr.
Lavin

In addition to using the proceeds of the revolving line of credit to fund
the purchase of Interests and ORIG's proportionate share of expenses of the
Offer, Mr. Nichols and Mr. Lavin may fund the purchase of Interests by ORIG and
ORIG's proportionate share of the expenses of the Offer from capital
contributions by Mr. Nichols and Mr. Lavin pursuant to the terms of the Capital
Contribution Agreement referenced above.

Section 10. Certain Information About the Partnership

The Partnership was formed in December, 1984 under the laws of the State of
Maryland. NTS-Properties Associates VI, a Kentucky limited partnership, is the
Partnership's General Partner. NTS Capital Corporation is the corporate general
partner of the General Partner. NTS Capital Corporation is controlled by Mr.
Nichols, its Chairman of the Board, and Mr. Brian F. Lavin, its President and
Chief Operating Officer. The Partnership's net income or loss and cash
distributions are allocated according to the terms of the Partnership Agreement.
Under the Partnership Agreement, Pre-Termination Date Net Cash Receipts and
Interim Net Cash Receipts (each as defined in the Partnership Agreement) that
are made available for distribution are distributed 99% to the Limited Partners
and 1% to the General Partner. Net Cash Proceeds are distributed (i) 99% to the
Limited Partners and 1% to the General Partner until the Limited Partners have
received cash distributions from all sources (except Pre-Termination Date Net
Cash Receipts) equal to their Original Capital (as defined in the Partnership
Agreement); and (ii) the remainder is allocated 80% to the Limited Partners and
20% to the General Partner. Net Operating Income (as defined in the Partnership
Agreement) is allocated to the Limited Partners and the General Partner in
proportion to their respective cash distributions. Net Operating Income in
excess of cash distributions and Net Gains from Sales (as defined in the
Partnership Agreement) are allocated as follows: (i) pro rata to all partners
with a negative capital account in an amount to restore the negative capital
account to zero; (ii) 99% to the Limited Partners and 1% to the General Partner
until the Limited Partners have received an amount equal to their Original
Capital less cash distributions; and (iii) the remainder is allocated 80% to the
Limited Partners and 20% to the General Partner. Net Operating Losses (as
defined in the Partnership Agreement) are allocated 99% to the Limited Partners
and 1% to the General Partner.

The Partnership owns the following residential and commercial real
properties:

o Sabal Park Apartments is a 162-unit luxury apartment complex located
in Orlando, Florida. As of March 31, 2001, the property was 96%
occupied. The Partnership has two mortgage loans on this property,
each with an insurance company, which obligations had a combined total
outstanding balance of $4,069,941 on March 31, 2001. Both mortgages
are secured by the property and bear interest at a fixed rate of
7.38%. Both mortgages mature on December 5, 2012.

o Park Place Apartments Phase I is a 180-unit luxury apartment complex
located in Lexington, Kentucky. As of March 31, 2001, the property was
76% occupied. The Partnership has a mortgage payable to an insurance
company which had an outstanding balance of $11,931,459 as of March
31, 2001. The mortgage is secured

by the property and Park Place Apartments Phase III (described below)
and bears interest at a fixed rate of 7.74%. The mortgage matures on
October 15, 2012. In addition to the mortgage, the Partnership
borrowed funds from a bank to install a water meter system at Park
Place Apartments Phase I. The note bears interest at the banks prime
rate which was 8.5% as of March 31, 2001 and matures on March 27,
2003. The note had an outstanding balance of $52,020 as of March 31,
2001.

o Park Place Apartments Phase III is a recently constructed 152-unit
luxury apartment complex, located adjacent to Park Place Apartments
Phase I in Lexington, Kentucky. Construction of Park Place Apartments
Phase III began in April, 1998 and the last building of Park Place
Apartments Phase III was certified for occupancy on May 19, 2000. As
of March 31, 2001, the property was 56% occupied. The Partnership has
a mortgage payable to an insurance company which had an outstanding
balance of $11,931,459 as of March 31, 2001. The mortgage is secured
by the property and Park Place Apartments Phase I (described above)
and bears interest at a fixed rate of 7.74%. The mortgage matures on
October 15, 2012.

o Willow Lake Apartments is a 200-unit luxury apartment complex, located
in Indianapolis, Indiana. As of March 31, 2001, the property was 94%
occupied. The Partnership has a mortgage payable to an insurance
company which had an outstanding balance of $7,287,833 as of March 31,
2001. The mortgage is secured by the property and bears interest at a
fixed rate of 7.32%. The mortgage matures on October 15, 2012. In
addition to the mortgage, the Partnership borrowed funds from a bank
to install a water meter system at Willow Lake Apartments. The note
bears interest at the banks prime rate which was 8.5% as of March 31,
2001 and matures on March 31, 2003. The note had an outstanding
balance of $49,473 as of March 31, 2001.

The Partnership, through a joint venture partnership with NTS Properties
IV, an affiliate of the General Partner, owns an interest in the following real
properties:

o Golf Brook Apartments is a 195-unit luxury apartment complex located
in Orlando, Florida. The Partnership's percentage interest in the
joint venture is 96%. As of March 31, 2001, the property was 88%
occupied. The Partnership has a mortgage secured by the property which
had an outstanding balance of $8,245,954 as of March 31, 2001. The
mortgage bears interest at 7.57% and matures on May 15, 2009.

o Plainview Point III Office Center is an office center containing
approximately 59,552 rentable square feet, located in Louisville,
Kentucky. The Partnership's percentage interest in the joint venture
is 95%. As of March 31, 2001, the property was 98% occupied. The
Partnership has a mortgage secured by the property which had an
outstanding balance of $3,184,338 as of March 31, 2001. The mortgage
bears interest at 8.375% and matures on December 1, 2010.

On July 19, 2000, there was a fire at Golf Brook Apartments. Eight
apartment units sustained fire and/or smoke damage. The Partnership filed a
claim with its insurance company, and after meeting the $5,000 deductible, have
collected $250,000 as of March 31, 2001. It is unknown at this time, if the
costs of the repairs to the eight apartments will be completely covered by the
insurance claim.

The Partnership plans to replace the roofs at both Willow Lake Apartments
(26 buildings) and Park Place Apartments Phase I (24 buildings) all of which
were installed using shingles produced by a single manufacturer. The shingles
appear to contain defects which may cause the roofs to fail prematurely. As the
manufacturer has declared bankruptcy, the Partnership does not expect to be able
to recover any of the costs of the roof replacements in the event of any such
failures. The Partnership does not have sufficient working capital to make all
of the roof replacements at one time. As of March 31, 2001, four buildings at
Willow Lake Apartments have had roofs replaced. The total cost of replacing all
the remaining roofs is estimated to be $920,000 ($20,000 per building). The
Partnership anticipates that it will require at least 12 months to build
adequate cash reserves to begin roof replacements at one time. The roof
replacements discussed above will be made using funds from operations or
additional debt secured by the Partnership's properties. There can be no
guarantee that such funds will be available at which time the General Partner
will manage the demand on liquidity according to the best interest of the
Partnership.

The Partnership's ratio of earnings to fixed charges was 0.49 for the three
months ended March 31, 2001. The Partnership's ratio of earnings to fixed
charges was 0.69 for the year ended December 31, 2000. The Partnership's ratio
of earnings to fixed charges was 0.81 for the year ended December 31, 1999.

For more detailed financial information about the Partnership, see Appendix
A of this Offer to Purchase.

Section 11. Certain Transactions with Affiliates.

Management Agreement with NTS Development Company. NTS Development Company,
an affiliate of the General Partner, directs the management of the Partnership's
properties pursuant to a written management agreement between NTS Development
Company and the Partnership. Under the management agreement, NTS Development
Company establishes rental policies and rates and directs the marketing activity
of leasing personnel. It also coordinates the purchase of equipment and
supplies, maintenance activity and the selection of all vendors, suppliers and
independent contractors.

Under the management agreement, the Partnership agreed to pay NTS
Development Company a management fee equal to 5% of gross revenues from
residential properties and 6% of gross revenues from commercial properties. Also
under the management agreement, the Partnership agreed to pay NTS Development
Company a repair and maintenance fee equal to 5.9% of costs incurred which
relate to capital improvements. The Partnership paid NTS Development Company

the following fees for the three months ended March 31, 2001 and for
the year ended December 31, 2000. Some of these charges are accounted
for on the Partnership's books as operating expenses or professional
and administrative expenses, and some have been capitalized as other
assets or as land, buildings and amenities.

Three Months Year
Ended 03/31/01 Ended 12/31/00
-------------- --------------
Property Management Fee.......... $133,975 $558,123

Repair and Maintenance Fee....... 13,137 43,418
---------- ----------
$147,112 $601,541
========= =========

The management agreement also requires the Partnership to purchase all
insurance relating to the managed properties, to pay the direct out-of-pocket
expenses of NTS Development Company in connection with the operation of the
properties, including the cost of goods and materials used for and on behalf of
the Partnership, and to reimburse NTS Development Company for the salaries,
commissions, fringe benefits, and related employment expenses of on-site
personnel.

The Partnership paid NTS Development Company the following amounts for
expenses, in addition to the fees described in the preceding table, for the
three months ended March 31, 2001 and for the year ended December 31, 2000. Some
of these charges are accounted for on the Partnership's books as operating
expenses or professional and administrative expenses, and some have been
capitalized as other assets or as land, buildings and amenities.

Three Months Year
Ended 3/31/01 Ended 12/31/00
------------- --------------
Leasing.................................. $ 38,908 $ 183,407

Administrative........................... 70,696 313,576

Property Management Costs................ 253,884 890,447

Professional and Administrative Expenses. 79,545 325,298

Construction Management.................. 2,174 107,776

Other.................................... 2,131 24,746
----------- --------------
$ 447,338 $ 1,845,250
========= ===========

The initial term of the management agreement was five years. Thereafter,
the agreement continues for succeeding one-year periods, unless canceled by
either party upon sixty days written notice. As of June 25, 2001, the Management
Agreement is still in effect.

Purchases of Equity Interests from Richard L. Good. In connection with the
retirement of Richard L. Good, the former Vice Chairman of NTS Capital
Corporation, and under an agreement dated as of January 1, 1999 (the "Retirement
Agreement"), JDN Financial Holdings, LLC, a Delaware limited liability company
owned by J.D. Nichols, acquired the equity interests of Mr. Good in various
entities affiliated with the Partnership, including NTS Corporation,
NTS-Properties Associates VII, the General Partner, NTS-Properties Plus
Associates, and interests in private limited partnerships with ownership
interests in real estate. JDN Financial Holdings did not purchase Interests in
connection with the Retirement Agreement. In consideration for his equity
interests in the foregoing entities, Mr. Good received (i) monetary
consideration equal to his salary and bonus in the amount of approximately
$529,000, (ii) various promissory notes in the net amount of approximately
$1,600,000, payable monthly through February 29, 2012 at an interest rate of
5.09% per annum, and (iii) equity interests in real and personal property,
including 50% of the equity interest in National Aquatics, Inc. and 70% of the
equity interest in NTS/Sabal Office Limited Partnership.

Distributions, Returns of Capital and Capital Contributions. On December
21, 2000, Mr. Nichols received a total of $10,874,010 in distributions from
various private partnerships affiliated with the Partnership. On the same date
he used these and other funds to make capital contributions totaling $11,720,760
to various private partnerships and other private entities affiliated with the
Partnership. Also on December 21, 2000, Mr. Lavin received a distribution of
$50,000 from a private partnership affiliated with the Partnership, and NTS
Capital Corporation received distributions totaling $695,905 from various
private partnerships affiliated with the Partnership. On this date Mr. Lavin
contributed $50,000 to NTS Financial Partnership and NTS Capital Corporation
contributed $695,905 to various private partnership and other private entities
affiliated with the Partnership. In addition to the above distributions,
entities and individuals affiliated with the Partnership received distributions
totaling $2,784,215 on December 21, 2000 from various private partnerships
affiliated with the Partnership. On this date various individuals and entities
also made capital contributions, in addition to the contributions of Mr.
Nichols, Mr. Lavin and NTS Capital Corporation described above, totaling
$1,937,465, to various private partnerships and other private entities
affiliated with the Partnership.

In the past two years, Mr. Nichols has received returns of capital totaling
$4,746,321 from NTS Financial consisting of: (i) $144,000 of undistributed
profits of affiliates of NTS Financial; and (ii) $4,602,321 from NTS Financial,
$1,165,226 of which Mr. Nichols used to pay taxes and $3,453,656 of which Mr.
Nichols used to make capital contributions to ORIG to purchase Interests in the
Partnership, to purchase limited partnership interests in partnerships
affiliated with the Partnership and to pay third-party obligations. During the
past two years Mr. Nichols made capital contributions to NTS Financial totaling
$3,629,499, consisting of $923,739 of personal funds and $2,705,760 of
distributions from private affiliates of NTS Financial. The $2,705,760 in
capital contributions is included in the $11,720,760 of capital contributions
made by Mr. Nichols to various private entities affiliated with the Partnership
described in the previous paragraph. During the past two years Mr. Nichols made
capital contributions to ORIG totaling $3,944,395 consisting of $630,403 of his
personal funds and $3,313,992 of cash received from NTS Financial and received
returns of capital from ORIG totaling $490,739.

In the past two years, Mr. Lavin has borrowed money from NTS Financial
totaling $282,366 which was used to make capital contributions to ORIG. Mr.
Lavin has made capital contributions to ORIG totaling $503,945 consisting of
$225,000 of his personal funds and $278,945 in funds borrowed from NTS
Financial. Mr. Lavin received a return of capital from ORIG totaling $70,073
which he used to repay the loans from NTS Financial. As of July 2001, Mr. Lavin
has repaid $120,073 of the loans from NTS Financial.

Personal Guaranties. Since January 1, 1998, Mr. Nichols has personally
guaranteed various loans made to various publicly and privately-held affiliates
of the Partnership. As of December 31, 2000, Mr. Nichols had outstanding
personal guaranties totaling approximately $27,198,000. Mr. Nichols has
guaranteed the payment of approximately $215,000 of notes payable of NTS
Corporation and approximately $17,700,000 of loans of various affiliates. Mr.
Nichols also guaranteed, as an indemnitor, that the conditions of certain surety
bonds will be met. The outstanding commitments of the surety bonds aggregated
$3,283,000 at December 31, 2000. In December, 1999, Mr. Nichols and Mr. Lavin
each personally guaranteed a $2,000,000 loan to ORIG from Community Trust Bank,
N.A. in the following amounts: (1) Mr. Nichols guaranteed 75% of all
indebtedness of ORIG or $1,500,000, whichever is less; and (2) Mr. Lavin
guaranteed 25% of all indebtedness of ORIG or $500,000, whichever is less. This
loan was repaid using the proceeds of a $6,000,000 loan to ORIG from the Bank of
Louisville. Mr. Nichols and Mr. Lavin each personally guaranteed up to
$6,000,000 of the obligations under the loan from the Bank of Louisville, for
which each of them is jointly and severally liable.

In addition to the guaranties described above, on March 31, 1989 NTS
Guaranty Corporation, owned 100% by Mr. Nichols and an affiliate of the
Partnership, guaranteed certain obligations of NTS Mortgage Income Fund, which
is also an affiliate of the Partnership. On September 20, 1988, Mr. Nichols
issued a $10,000,000 demand note to NTS Guaranty Corporation, which may be used
to satisfy the guaranty. The obligations of NTS Guaranty Corporation under the
guaranty are expressly limited to the assets of NTS Guaranty Corporation, its
ability to draw upon the $10,000,000 demand note and Mr. Nichols' ability to
answer a demand under the note.

Previous Tender Offers. During the past two years, ORIG has participated in
joint tender offers with: (i) the Partnership to purchase Interests and (ii)
limited partnerships that are affiliates of the Partnership to purchase the
limited partnership interests of those partnerships. The following table sets
forth the results of these tender offers:

Limited
Partnership Limited
Interests Partnership
Total Purchased by Interests
Subject Price per Interests the Subject Purchased
Purchase Date Partnership Interest Purchased Partnership by ORIG
------------- ----------- --------- --------- ----------- -------
June 18, 2001June 18, The Partnership $370 2,801 500 2,301
2001September 30,
1999
December 23, 1999 The Partnership $380 1,085 250 835
August 15, 2000 The Partnership $380 3,685 100 3,585
December 31, 1998 NTS-Properties $250 729 500 229
III
December 8, 1999 NTS-Properties $250 938 500 438
III
December 20, 2000 NTS-Properties $250 1,094 100 994
III
February 19, 1999 NTS-Properties $205 1,259 600 659
IV
December 8, 1999 NTS-Properties $205 2,245 500 1,745
IV
December 22, 2000 NTS-Properties $230* 3,092 100 2,992
IV
February 5, 1999 NTS-Properties V $205 2,458 600 1,858
December 31, 1999 NTS-Properties V $230** 1,196 250 946
December 22, 2000 NTS-Properties V $230 2,710 100 2,610
March 6, 1999 NTS-Properties $6 25,794 10,000 15,794
VII, Ltd.
December 15, 1999 NTS-Properties $6 41,652 10,000 31,652
VII, Ltd.
August 15, 2000 NTS-Properties $6 39,220 2,500 36,720
VII, Ltd.
August 14, 2001 NTS-Properties $6 Offer open*** Offer open*** Offer open***
VII, Ltd.

*The original offering price was $205 per Interest which was increased to $230
per interest on December 1, 2000.
** The original offering price was $215 per interest which was increased to $230
per interest on December 20, 1999.
***The offer began on May 14, 2001 and is scheduled to end on August 14, 2001.

In addition to the above joint tender offers: (i) on September 30, 1999,
NTS-Properties V purchased 2,523 limited partnership interests in NTS-Properties
V from limited partners for $205 per interest pursuant to an offer to purchase
interests, and (ii) on April 30, 2001 ORIG purchased 211,214.25 limited
partnership interests in NTS-Properties Plus Ltd. from limited partners for
$1.30 per interest pursuant to an offer to purchase interests.

Purchases Outside Tender Offers. The Partnership's affiliates, BKK and
Ocean Ridge, have purchased Interests from time to time. Mr. Nichols' wife,
Barbara Nichols, is the sole limited partner of Ocean Ridge. BKK is the general
partner of Ocean Ridge. Since October, 1995, BKK and Ocean Ridge have purchased
413 Interests at prices ranging from $234 to $350 per Interest. All of these
Interests are currently owned by Ocean Ridge. Mr. Nichols and Mr. Lavin disclaim
beneficial ownership of each of these Interests. The General Partner owns five
Interests. Mr. Nichols and Mr. Lavin disclaim beneficial ownership of each of
these Interests.

ORIG purchased Interests in the Partnership and also purchased limited
partnership interests in limited partnerships affiliated with the Partnership
pursuant to an Agreement, Bill of Sale and Assignment dated February 10, 2000,
by and among ORIG and four investors in the Partnership and partnerships
affiliated with the Partnership for a total purchase price of $900,000. Under
the agreement, ORIG purchased a total of 675 limited partnership interests in
the Partnership from two investors for total consideration of $281,128, or an
average price of $416.49 per interest. ORIG purchased Interests in the
Partnership and also purchased limited partnership interests in limited
partnerships affiliated with the Partnership on April 30, 2001 from two
investors who are affiliated with each other, for a total purchase price of
$120,752. ORIG purchased a total of 165 Interests in the Partnership from the
investors for total consideration of $66,000, or a price of $400 per interest.
With regard to ORIG's purchases in February 2000 and April 2001, ORIG paid the
investors a premium above the purchase price previously offered for limited
partnership interests in prior tender offers because this purchase allowed ORIG
to purchase a substantial number of limited partnership interests without
incurring the significant expenses involved with a tender offer.

Section 12. Certain Federal Income Tax Consequences.

Certain Federal Income Tax Consequences of the Offer. The following is a
general summary, under currently applicable law, of certain federal income tax
considerations generally applicable to the sale of Interests pursuant to the
Offer. This summary is for general information only. The actual tax treatment of
a tender of Interests may vary depending upon your particular situation. Some
limited partners, including, but not limited to, insurance companies, tax-exempt
entities, financial institutions or broker/dealers, foreign corporations, and
persons who are not citizens or residents of the United States, may be subject
to special rules not discussed below. In addition, the summary does not address
the federal income tax consequences to all categories of Interest holders, nor
does it address the federal income tax consequences to limited partners who do
not hold the Interests as "capital assets," as defined by the Internal Revenue
Code of 1986, as amended. No ruling from the Internal Revenue Service ("IRS")
will be sought with respect to the federal income tax consequences discussed
herein; thus, there can be no assurance that the IRS will agree with this
discussion. We urge you to consult your own tax advisors as to the particular
tax

consequences of a tender of your Interests pursuant to the Offer, including the
applicability and effect of any state, local, foreign or other tax laws, any
recent changes in applicable tax laws and any proposed legislation. The
following information is intended as a general statement of certain tax
considerations, and you should not treat this as legal or tax advice.

Sale of Interests Pursuant to the Offer. The receipt of cash for Interests
pursuant to the Offer will be a taxable transaction for federal income tax
purposes and may also be a taxable transaction under applicable state, local and
other laws. The purchase of Interests pursuant to the Offer will be deemed a
sale of the Interests by limited partners who tender their Interests. If you
tender in the Offer, the payment for your Interests will be in complete
liquidation of that portion of your ownership in the Partnership represented by
the purchased Interests. You or any other recipient of such payments will be
taxed to the extent of any gain recognized in connection with such sale. In
general, and subject to the recapture rules of the Internal Revenue Code of
1986, as amended, Section 751 discussed below, if you tender you will recognize
capital gain or loss at the time your Interests are purchased by us to the
extent that the sum of the cash distributed to you plus your share of
Partnership liabilities exceeds your adjusted basis in the purchased Interests.
Upon the sale of your Interests pursuant to the Offer, you will be deemed to
have received money in the form of any cash payments to you and to the extent
you are relieved from your proportionate share of Partnership liabilities, if
any, to which the Partnership's assets are subject. Therefore, you will be
required to recognize gain upon the sale of your Interests if the amount of cash
you received, plus the amount you are deemed to have received as a result of
being relieved of your proportionate share of Partnership liabilities (if any),
exceeds your adjusted basis in the purchased Interests. The income taxes payable
upon the sale must be determined by you on the basis of your own particular tax
circumstances.

The adjusted basis of your Interests is calculated by your initial basis
and making certain additions and subtractions to your initial basis. Your
initial basis is the amount paid for an Interest, which $1,000 per Interest, if
you purchased in the initial offering, increased by your share of liabilities,
if any, to which the Partnership's assets are subject and by the share of
Partnership taxable income, capital gains and other income items allocated to
you. Basis is generally reduced by cash distributions, decreases in your share
of liabilities and the share of Partnership losses allocated to each Interest.

If you tender Interests in the Offer, you will be allocated a pro rata
share of the Partnership's taxable income or loss for 2000 with respect to the
Interests sold in accordance with the provisions of the Partnership Agreement
concerning transfers of Interests. This allocation will affect your adjusted tax
basis in your Interests and, therefore, the amount of your taxable gain or loss
upon a sale of Interests pursuant to this Offer. You must determine your own
adjusted tax basis because the basis will vary depending upon when you purchased
the Interests and the amount of distributions you have received for each
Interest, which varies depending upon the date on which you were admitted to the
Partnership.

In determining the tax consequences of accepting the Offer, our payments
for Interests will be deemed to be equal to the $380 cash payment per Interest
plus a pro rata share of the Partnership's

debt, which as of March 31, 2001 equaled $892.98 per Interest (together, the
"Selling Price"). The taxable gain or loss to be incurred as a consequence of
accepting the Offer is determined by subtracting the adjusted basis of the
purchased Interest from the Selling Price.

A taxable gain, if any, on the disposition of Interests must be allocated
between ordinary income, unrecaptured Section 1250 gain and long-term capital
gain. You will realize long-term capital gain or loss on such sale, if: (1) you
are not a "dealer" in securities; (2) you have held the Interests for longer
than twelve (12) months; and (3) the Partnership has no Section 751 assets. To
the extent that a portion of the gain realized on the sale of an Interest is
attributable to Section 751 assets you will recognize ordinary income, and not a
capital gain, upon the sale of the Interest. Section 751 assets consist of
"unrealized receivables" and "inventory items of the Partnership which have
appreciated substantially in value." For purposes of Code Section 751, certain
depreciation deductions claimed by the Partnership (generally, depreciation
deductions in excess of straight-line depreciation in the case of real property
and all allowable depreciation to date in the case of other property) constitute
"unrealized receivables." Thus, the gain, if any, you recognize if you sell
Interests will be ordinary income in an amount not to exceed your share of the
Partnership's depreciation deductions that are "unrealized receivables." It is
unclear whether, for Interests held for twelve months or longer, with respect to
real property, the amount of gain attributable to depreciation not taxed as
ordinary income is taxed as unrecaptured Section 1250 gain or long-term capital
gain. Furthermore, if the Partnership were deemed to be a "dealer" in real
estate for federal income tax purposes, the property held by the Partnership
might be treated as "inventory items of the Partnership which have appreciated
substantially in value" for purposes of Code Section 751, and if you tender
Interests you would recognize ordinary income, in an amount equal to your share
of the appreciation in value of the Partnership's real estate inventory. The
General Partner does not believe it has operated the Partnership's business in a
manner as to make the Partnership a "dealer" for tax purposes.

Ordinary income recognized in 2001 is taxed at a stated maximum rate of
39.6% for federal income tax purposes. In the case of real property, the amount
of gain not taxed as ordinary income attributable to depreciation, i.e.,
unrecaptured Section 1250 gain, is taxed at a maximum rate of 25%. Net capital
gains are taxed for federal income tax purposes at a stated maximum rate of 20%
for gain from property held longer than twelve months, i.e., long-term capital
gain. The tax rates may actually be somewhat higher, depending on the taxpayer's
personal exemptions and amount of adjusted gross income. A taxable loss, if any,
on the disposition of Interests will be recognized as a capital loss for federal
income tax purposes for limited partners who hold their Interests as capital
assets.

Back-up Withholding. To prevent back-up federal income tax withholding
equal to 31% of the payments made pursuant to the Offer, each limited partner
(except a foreign limited partner) who does not otherwise establish an exemption
from such withholding must notify the Partnership of his, her or its correct
taxpayer identification number (or certify that such taxpayer is awaiting a
taxpayer identification number) and provide certain other information by
completing a Substitute Form W-9 to the Partnership. For your convenience, a
Substitute Form W-9 is enclosed with this Offer to

Purchase. Some limited partners, including corporations, may not be subject to
the withholding and reporting requirements.

Section 13. Transactions and Arrangements Concerning Interests. Based upon
the Partnership's and ORIG's records and information provided to the Partnership
by the General Partner and affiliates of the General Partner, neither the
Partnership, General Partner, ORIG nor, to the best of the Partnership's
knowledge, any controlling person of the Partnership, the General Partner, or
ORIG, has effected any transactions in the Interests during the sixty business
days prior to the date hereof except ORIG's purchase of a total of 235 Interests
in April 2001, 165 of which were purchased at a price of $400 per Interest and
70 of which were purchased for $380 per Interest.

Section 14. Extensions of Tender Period; Terminations; Amendments. The
Partnership has, or, if the Offer is oversubscribed, ORIG has, the right at any
time and from time to time on or before the Expiration Date, to extend the
period of time during which the Offer is open by giving each of you written
notice of the extension. If there is any extension, all Interests previously
tendered and not purchased or withdrawn will remain subject to the Offer and may
be purchased by us, except to the extent that such Interests may be withdrawn as
set forth in Section 4 of this Offer to Purchase.

If the Offer is oversubscribed, we have the right to purchase additional
Interests. If either of us decides, in our sole discretion, to increase the
amount of Interests being sought and, at the time that the notice of such
increase is first published, sent or given to holders of Interests, the Offer is
scheduled to expire within ten business days of the notice, so that it is open
for ten business days from the date of the notice.

For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 Midnight, Eastern Standard Time. We have the right: (i) to
terminate the Offer and not to purchase or pay for any Interests not previously
purchased or paid for upon the occurrence of any of the conditions specified in
Section 6 of this Offer to Purchase by giving you written notice of the
termination and making a public announcement of the termination; or (ii) at any
time and from time to time before the Expiration Date, to amend the Offer in any
respect. All extensions, delays in payment or amendments will be followed by
public announcements, which in the case of an extension will be issued no later
than 9:00 a.m. Eastern Standard Time, on the next business day after the
previously scheduled Expiration Date. Without limiting the manner in which we
may choose to make any public announcement, except as provided by applicable
law, including Rule 13e-4(e)(2) under the Exchange Act, we have no obligation to
publish, advertise or otherwise communicate any public announcement, other than
by issuing a release to the Dow Jones News Service.

Section 15. Fees and Expenses. We may pay a fee to "soliciting dealers" in
connection with the Offer. "Soliciting dealers" will include the following
entities: brokers or dealers who are members of any national securities exchange
or of the National Association of Securities Dealers, or banks or trust
companies, if they have customers who hold Interests. If we pay a fee to
soliciting dealers we expect to pay a flat fee, in an amount which has not yet
been determined, for each

customer of a soliciting dealer who holds Interests. The total amount of any
soliciting dealers' fees paid in connection with the Offer will be apportioned
among us based on the number of Interests purchased by each of us, as described
in Section 9, "Source and Amount of Funds."

If we pay a soliciting dealers' fee, in consideration for the fee
soliciting dealers will forward the Offer and accompanying materials to limited
partners who are customers of theirs, and make telephone calls to limited
partners regarding the Offer. Soliciting dealers would not be required to make
any recommendation to limited partners regarding whether they should tender or
refrain from tendering Interests in the Offer. Any soliciting dealer fee would
not be payable to dealers with regard to any Interests beneficially owned by the
dealer, or if the soliciting dealer is required to transfer any amount of the
fee to a limited partner. No soliciting dealer will be considered an agent of
ours for purposes of the Offer. Whether or not we pay a soliciting dealer's fee,
we will reimburse brokers, dealers, commercial banks and trust companies for
customary handling and mailing expenses incurred in forwarding the Offer to
their customers.

We will bear the costs of printing and mailing the offering materials to
the limited partners. Officers and directors of NTS Capital Corporation, the
corporate general partner of the General Partner, or employees of entities
affiliated with us or the General Partner may solicit limited partners to tender
their Interests in the Offer by telephone, facsimile or in person. None of these
individuals will receive additional compensation for making solicitations, but
we may reimburse them for out- of-pocket expenses associated with the
solicitations.

Section 16. Address; Miscellaneous.

Address. All executed copies of the Letter of Transmittal, Substitute Form
W-9 and the Certificate(s) of Ownership for the Interests being tendered (or the
Affidavit) must be sent via mail or overnight courier service to the address set
forth below. Manually signed facsimile copies of the Letter of Transmittal will
not be accepted. The Letter of Transmittal, Substitute Form W-9 and
Certificate(s) of Ownership for the Interests being tendered (or the Affidavit)
should be sent or delivered by you or your broker, dealer, commercial bank,
trust company or other nominee as follows:

By Mail, Hand Delivery or Overnight Mail/Express:
NTS Investor Services
c/o Gemisys
7103 S. Revere Parkway
Englewood, CO 80112

Any questions, requests for assistance, or requests for additional copies
of this Offer to Purchase, the Letter of Transmittal or any other documents
relating to this Offer also may be directed to NTS Investor Services c/o Gemisys
at the above-listed address or at (800) 387-7454 or by facsimile at (303)
705-6171.

Miscellaneous. The Offer is not being made to, nor will tenders be accepted
from, limited partners residing in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or Blue Sky laws of such
jurisdiction. We are not aware of any jurisdiction in which the Offer or tenders
pursuant to the Offer would not be in compliance with the laws of that
jurisdiction. We reserve the right to exclude limited partners in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. We
believe such exclusion is permissible under applicable laws and regulations,
provided that we make a good faith effort to comply with any state law deemed
applicable to the Offer.

We have filed a Tender Offer Statement under sections 14(d)(1) and 13(e)(1)
of the Exchange Act on Schedule TO with the Securities and Exchange Commission
which includes information relating to the Offer summarized herein. Copies of
these statements may be obtained from the Partnership by contacting NTS Investor
Services c/o Gemisys at the address and phone number set forth in this Section
16 of this Offer to Purchase or from the public reference office of the
Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549. The Commission also maintains a site on the World Wide
Web at http://www.sec.gov that contains reports electronically filed by the
Partnership with the Commission.

NTS-Properties VI
ORIG, LLC

June 25, 2001

Appendix A
The Partnership's Financial Statements Giving
Pro Forma Effect of the Offer

The Partnership's financial statements for the years ended December 31,
1999 and December 31, 2000 and the three months ended March 31, 2001 are
incorporated herein by reference. These financial statements are contained in
the Partnership's Annual Reports on Form 10- K and Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934. The Annual and Quarterly Reports contain more
comprehensive financial information than the information contained herein. The
following unaudited pro forma balance sheets and statements of operations of the
Partnership are presented to give effect of the Offer as if it were fully
subscribed and completed as of March 31, 2001 and December 31, 2000. The pro
forma financial statements contain certain financial information for the fiscal
year ended December 31, 2000 extracted or derived from the Partnership's Annual
Report on Form 10-K and certain financial information for the quarter ended
March 31, 2001 extracted or derived from the Partnership's Quarterly Report on
Form 10-Q. The information extracted from the Annual and Quarterly Reports is
qualified in its entirety by reference to the reports and the financial
statements, including the notes, contained in the reports. The information
presented in the pro forma financial statements is based on certain assumptions
made by the Partnership in its good faith judgment, such as the amount of
expenses it will incur in administering the Offer. These unaudited pro forma
statements are not necessarily indicative of what the Partnership's actual
financial condition would have been for the year ended December 31, 2000 or the
quarter ended March 31, 2001, nor do they purport to represent the future
financial position of the Partnership.

A-1

NTS-PROPERTIES VI
-----------------
BALANCE SHEETS
--------------

Tender Tender
Actual Actual Proforma Proforma
As of As of As of As of
March 31, 2001 December 31, March 31, 2001 December 31, 2000
(UNAUDITED) 2000 (UNAUDITED) (UNAUDITED)
----------------- ------------------- ------------------ ------------------------

ASSETS
------
Cash and equivalents $ 255,272 $ 47,683 $ 212,272 $ 4,683
Cash and equivalents - restricted 273,703 231,751 273,703 231,751
Accounts receivable 40,309 67,539 40,309 67,539
Land, buildings and amenities, net 46,939,642 47,498,726 46,939,642 47,498,726
Other assets 1,231,226 1,231,836 1,231,226 1,231,836
--------------- ---------------- ---------------- ----------------

TOTAL ASSETS $ 48,740,152 $ 49,077,535 $ 48,697,152 $ 49,034,535
============== =============== =============== ===============

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages and notes payable $ 34,821,018 $35,149,376 $ 34,821,018 $ 35,149,376
Accounts payable 592,292 476,492 592,292 476,492
Security deposits 243,158 260,683 243,158 260,683
Other liabilities 520,259 279,595 520,259 279,595
---------------- ---------------- ----------------- -----------------

TOTAL LIABILITIES 36,176,727 36,166,146 36,176,727 36,166,146

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY 12,563,425 12,911,389 12,520,425 12,868,389
-------------- --------------- ------------- ----------------

TOTAL LIABILITIES AND PARTNERS' EQUITY $ 48,740,152 $ 49,077,535 $ 48,697,152 $ 49,034,535
=============== =============== =============== ===============

A-2

NTS-PROPERTIES VI
-----------------
A Maryland Limited Partnership
------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------

Actual for three Tender Proforma Tender Proforma
months ended Actual for the for three months for the year ended
March 31, year ended ended March 31, December 31,
2001 December 2001 2000
(UNAUDITED) 31,2000 (UNAUDITED) (UNAUDITED)
----------------- -------------------- -------------------- ---------------------
REVENUES
--------
Rental income $ 2,611,370 $ 10,433,067 $ 2,611,370 $ 10,433,067
Gain on sale of asset -- 5,188 -- 5,188
Interest and other income 6,708 363,920 6,708 363,920
---------------- -------------- ----------------- -------------

TOTAL REVENUES 2,618,078 10,802,175 2,618,078 10,802,175
------------- ------------ -------------- -----------

EXPENSES
--------
Operating expenses 721,659 2,846,334 721,659 2,846,334
Operating expenses - affiliated 365,619 1,397,291 365,619 1,397,291
Loss on disposal of assets 56,042 208,709 56,042 208,709
Interest expense 662,663 2,713,539 662,663 2,713,539
Management fees 133,975 558,123 133,975 558,123
Real estate taxes 242,394 948,682 242,394 948,682
Professional and administrative expenses 41,392 192,700 41,392 192,700
Tender offer costs -- -- 5,000 5,000
Professional and administrative
expenses - affiliated 79,545 325,298 79,545 325,298
Depreciation and amortization 650,070 2,410,585 650,070 2,410,585
-------------- ------------ -------------- ------------

TOTAL EXPENSES 2,953,359 11,601,261 2,958,359 11,606,261
------------- ------------ ------------- -----------

Loss before minority interest and
extraordinary item (335,281) (799,086) (340,281) (804,086)
Minority interest 12,682 42,216 12,682 42,216
--------------- --------------- --------------- -------------

Loss after minority interest but before
extraordinary item (347,963) (841,302) (352,963) (846,302)
Extraordinary item-early
extinguishment of debt -- 20,721 -- 20,721
-------------- --------------- --------------- --------------

Net loss $ (347,963) $ (862,023) $ (352,963) $ (867,023)
============= ============= ============= =============

Net loss allocated to the Limited Partners:
Loss before extraordinary item (344,483) (832,889) (349,433) (837,839)
Extraordinary item -- 20,514 -- 20,514
------------- ------------- ------------- -------------
Net loss allocated to the Limited Partners $ (344,483) $ (853,403) $ (349,433) $ (858,353)
============= ============= ============= =============

Net loss per Limited Partnership Unit:
Loss before extraordinary item $ (8.84) $ (21.33) $ (8.99) $ (21.51)
Extraordinary item -- (.52) -- (.53)
------------ ------------- -------------- --------------
Net loss per Limited Partnership Unit $ (8.84) $ (21.85) $ (8.99) $ (22.04)
============ ============= ============== ==============

Weighted average number of Limited
Partnership Units 38,989 39,053 38,889 38,953
============ ============= ============== ==============

A-3

Appendix B
ORIG's Balance Sheets

The following are the unaudited balance sheets of ORIG. The balance sheets
contain certain financial information for the three months ended March 31, 2001
and the years ended December 31, 2000 and December 31, 1999.

B-1

ORIG, LLC
----------
BALANCE SHEETS
--------------
(UNAUDITED)

Actual Actual Actual
As of As of As of
March 31, December 31, December 31,
2001 2000 1999
----------------- ---------------- ------------------

ASSETS
------
Cash and equivalents $ 6,851 $ 8,583 $ 5,574
Investments (Stated at Cost) 7,764,947 7,538,688 3,092,806
Other assets 419,530 382,162 119,712
-------------- ----------------- -----------------

TOTAL ASSETS $ 8,191,328 $ 7,929,433 $ 3,218,092
============= ============== =================

LIABILITIES AND EQUITY
----------------------
Notes payable $ 4,713,690 $ 4,483,997 $ --
Accrued expense payable 36,656 23,889 --
-------------- ----------------- -----------------

TOTAL LIABILITIES 4,750,346 4,507,886 --

COMMITMENTS AND CONTINGENCIES

EQUITY 3,440,982 3,421,547 3,218,092
-------------- ----------------- -----------------

TOTAL LIABILITIES AND EQUITY $ 8,191,328 $ 7,929,433 $ 3,218,092
============== ================ =================

B-2