1178132--3/28/2006--NNN_2002_VALUE_FUND

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{investment, property, distribution}

{loan, real, estate}

{interest, director, officer}

{tax, income, asset}

{debt, indebtedness, cash}

{financial, litigation, operation}

{cost, regulation, environmental}

{loss, insurance, financial}

{stock, price, share}

{personnel, key, retain}

If any of the parties to a future sale agreement default thereunder, or if a sale does not otherwise close, our liquidating distributions may be delayed or reduced. If we are unable to find buyers for our remaining property interest at our expected sales price, our liquidating distributions may be delayed or reduced. Decreases in property values may reduce the amount that we receive upon the sale of our remaining property interest. If we are unable to maintain the occupancy rates of currently leased space and lease currently available space, if tenants default under their leases or other obligations to us during the liquidation process or if our cash flow during the liquidation is otherwise less than we expect, our liquidating distributions may be delayed or reduced. If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions may be delayed or reduced. If we are not able to sell our remaining property interest in a timely manner, we may experience severe liquidity problems, may not be able to meet the demands of our creditors and ultimately become subject to bankruptcy proceedings. We could be treated as a publicly-traded partnership for U.S. federal income tax purposes. We expect to incur significant costs in connection with Exchange Act compliance and we may become subject to liability for any failure to comply. We expect to incur increasingly significant costs in connection with Sarbanes-Oxley compliance and we may become subject to liability for any failure to comply. If we are unable to retain our Manager and sufficient executives and staff members of our Manager to complete our plan of liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or reduced. You may not receive any profits resulting from the sale of our remaining property, or receive such profits in a timely manner, because we may provide financing to the purchaser of such property. Our entity value may be adversely affected by adoption of our plan of liquidation. There can be no assurance that our plan of liquidation will result in greater returns to you on your investment within a reasonable period of time, than you would receive through other alternatives reasonably available to us. The Board of Managers may amend our plan of liquidation. The Board of Managers will have the authority to sell our remaining property interest under terms less favorable that those assumed for the purpose of estimating our net liquidation value range. Our plan of liquidation may lead to unit holder litigation which could result in substantial costs and distract our Manager. Our Manager s executives, the members on its Board of Managers and our Manager have conflicts of interest that differ from our unit holders as a result of the liquidation. Our plan of liquidation has caused our accounting basis to change, which could require us to write-down our assets. We may be unable to sell our interest in a limited liability company at our expected value. Unit holders could be liable to the extent of liquidating distributions received if contingent reserves are insufficient to satisfy our liabilities. Other Risks of Our Business The pending SEC investigation of our Manager could result in regulatory actions against us which could negatively impact our ability to pay distributions. As a result of our failure to timely file our Form 10 and other reports and documents required by the Exchange Act, we may be subject to SEC enforcement action or other legal action. Erroneous disclosure in the prior performance tables in our offering could result in lawsuits or other actions against us which could have a material adverse effect upon our business and results of operations. Distributions by us have included and will continue to include a return of capital. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on our unit holders investments and our unit holders may lose some or all of their investments. Our remaining property interest faces significant competition. The sale of our assets could cause you to recognize income in excess of cash distributions to you. We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce our revenues and cash available for distribution to our unit holders. Lack of diversification and illiquidity of real estate may make it difficult for us to sell underperforming properties or recover our investment in our remaining property interest. Lack of geographic diversity may expose us to regional economic downturns that could adversely impact our operations or our ability to recover our investment in our remaining property interest. Due to our ownership of only a single property interest in the Congress Center property, we are dependent upon those tenants that generate significant rental income at Congress Center, which may have a negative impact on our financial condition if these tenants are unable to meet their rental obligations. Losses for which we either could not or did not obtain insurance will adversely affect our earnings and we may be unable to comply with insurance requirements contained in mortgage or other agreements due to high insurance costs. Our co-ownership arrangements with affiliated entities may not reflect solely our unit holders best interests and may subject these investments to increased risks. There is currently no public market for our units. Therefore, it will likely be difficult for you to sell your units and, if you are able to sell your units, you will likely do so at a substantial discount from the price you paid. We do not expect to register as an investment company under the Investment Company Act of 1940 and therefore we will not be subject to the requirements imposed on an investment company by such Act. If we are required to register as an investment company under the Investment Company Act of 1940, the additional expenses and operational limitations associated with such registration may reduce your investment return. Our success will be dependent on the performance of our Manager as well as key employees of our Manager. Our use of borrowings to partially fund improvements on properties could result in foreclosures and unexpected debt service expenses upon refinancing, both of which could have an adverse impact on our operations and cash flow, and restrictive covenants in our loan documents may restrict our operating activities. The pending SEC investigation of our Manager could result in defaults or alleged defaults under our loan documents or limit our ability to obtain debt financing in the future. If we purchased our remaining property interest at a time when the commercial real estate market was experiencing substantial influxes of capital investment and competition for properties, the real estate we purchased may not appreciate or may decrease in value. We have terminated our regular monthly distributions; future distributions are at the discretion of the Board of Managers. Our past performance is not a predictor of our future results. The conflicts of interest described below may mean we will not be managed solely in the best interests of our unit holders.

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1178132--3/28/2006--NNN_2002_VALUE_FUND_LLC